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美國
證券交易委員會
華盛頓特區20549
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表格 10-Q
______________________________________________________________
(標記一個)
☒ 根據1934年證券交易所法第13或15(d)條款的季度報告
截至2024年6月30日季度結束 2024年9月30日
或
☐ 根據1934年證券交易法第13或15(d)條款的規定，提交過渡報告。

過渡期從________到________

委員會檔案編號 001-37875
_____________________________________________________________
fb financial 公司
（依憑章程所載的完整登記名稱）
______________________________________________________________
田納西州62-1216058
(依據所在地或其他管轄區)
的註冊地或組織地點)		(國稅局雇主識別號碼)
識別號碼)
1221 Broadway, 1300套房
納什維爾, 田納西州
37203
(總部辦公地址)（郵政編碼）
註冊人的電話號碼，包括區號：(615) 564-1212
___________________________________________________________
根據該法案第12(b)條規定註冊的證券：
每種類別的名稱 交易標的（s）  每個註冊交易所的名稱 
每股面值1.00美元的普通股 FBK  紐約證券交易所 
請在方框內選上，表示申報人（1）在過去12個月（或規定申報人須申報報告的較短時間內），已如期申報證券交易法案第13條或15(d)條文件；及（2）已在過去90天內遵守該申報要求。是☒ 否 ☐
請以勾選表示，該登記人是否根據規則 405的要求已電子提交每個互動資料檔案。 (本章節第232.405條) 在過去12個月內（或登記人需要提交這些檔案的更短時期）。是☒ 否 ☐
請勾選指示登記者是否為大型快速提交人、快速提交人、非快速提交人、較小的報告公司或新興成長型公司。請參閱交易所法規120億2條，了解「大型快速提交人」、「快速提交人」、「較小的報告公司」和「新興成長型公司」的定義。
大型加速歸檔人 ☒  加速歸檔人 ☐
非加速歸檔人 ☐  小型報告公司 ☐
新興成長型企業 ☐    
如果是新興增長型企業，請勾選表示申報人選擇不使用配合交易所法第13(a)條所提供之新的或修訂的財務會計準則的延遲過渡期。☐
請以勾選方式指示是否申報人是貝殼公司（依據《交易所法》第120億2條定義）。是 ☐ 否☒
截至2024年10月31日，登記公司普通股的流通股數為 46,662,052.

1

目錄
頁面
第一部分。
項目1。
項目2。
项目3。
項目4。
第二部分。
項目1。
项目1A。
項目2。
第5項。
項目6。


2

第I部分
縮寫和首字母縮寫詞彙表
根據2024年9月30日結束的第10-Q表格中使用，"我們"，"我們的"，"我們的"，"fb financial"或"公司"指的是Tennessee公司Fb Financial Corporation，以及我們的全資子公司FirstBank，一家田納西州特許銀行，除非另有說明或情況另有要求。"銀行"或"FirstBank"的引用指的是我們的全資子銀行FirstBank。
以下列出的縮寫和縮略語用於未經審核的基本報表附註以及管理階層對財務狀況和營運結果的討論中。閱讀本報告時，您可能會發現參考此頁面是有幫助的。


前十字韌帶信貸損失準備聯邦儲備（美聯儲）聯邦儲備理事會理事會
系統
AFS可供出售FHLB聯邦住宅貸款銀行
ALCO資產負債管理委員會GAAP美國通用會計原則
ASC 480會計標準編碼國內生產總值國內生產總值
ASU會計準則更新GNMA政府國家抵押貸款協會
銀行FirstBank，子銀行HFI持有投資
BOLI銀行持有的壽險保險淨利息差（NIM）凈利息收益率
CD存款證明房地產業其他擁有的房地產
CECLCurrent expected credit losses股票單位績效計劃基於績效的受限股票單位
權益代理Fb Financial公司合併於此處2024年9月30日結束的季度性表格10-Q
CPR條件性預付率ROAA平均資產報酬率
CRE商業房地產ROAE普通股平均權益回報率
ESPP員工股票購買計劃ROATCE平均有形普通股權益報酬率
EVE權益的經濟價值RSU限制性股票單位
金融會計準則委員會金融會計準則委員會美國證券交易委員會美國證券交易委員會
FDIC(美國)聯邦存款保險公司聯邦存款保險公司SOFR擔保隔夜融資利率
FDM財務困難修改TDFI田納西州金融機構部
3

fb financial公司及其附屬公司
合併資產負債表
(金額均為千元，除股份和每股金額外) 

 9月30日，12月31日，
 2024年(未經審計)2023 
資產  
現金及來自銀行的存款$126,470 $146,542 
資金市場售出及反向回購協議
97,299 83,324 
金融機構中的帶息存款727,981 581,066 
現金及現金等價物951,750 810,932 
投資：
可供出售債務證券，按公允價值衡量1,567,922 1,471,973 
聯邦住房貸款銀行股票，成本計價32,859 34,190 
待售貸款（包含 $72,608 15.146,618 公允價值分別為)
103,145 67,847 
投資持有的貸款9,478,129 9,408,783 
減：按攤銷成本衡量的貸款信用減損準備156,260 150,326 
持有投資的淨放款9,321,869 9,258,457 
場地和設備，淨值152,572 155,731 
營運租賃權使用資產47,346 54,295 
應收利息52,228 52,715 
按公允價值衡量的抵押貸款服務權157,097 164,249 
銀行持有的壽險保險72,167 76,143 
其他擁有的不動產淨值3,779 3,192 
商譽242,561 242,561 
核心存款及其他無形資產淨值6,449 8,709 
其他資產208,478 203,409 
資產總額$12,920,222 $12,604,403 
負債
存款
非利息收入$2,226,144 $2,218,382 
帶息支票存戶2,754,253 2,504,421 
貨幣市場和儲蓄4,098,496 4,204,851 
客戶存款時間1,378,118 1,469,811 
經紀和互聯網存款時間519,200 150,822 
總存款10,976,211 10,548,287 
借款182,107 390,964 
營業租賃負債59,584 67,643 
應計費用及其他負債139,898 142,622 
總負債11,357,800 11,149,516 
股东权益
0.011HEICO股票由不可撤銷信託持有。75,000,000 截至2024年6月30日和2023年12月31日，已發行及流通股份16,096,296和15,953,212股，
    46,658,019 和 46,848,934 個股的發行量和流通量分別為32,814股和23,915股。
46,658 46,849 
資本公積額額外增資858,106 864,258 
保留收益732,435 678,412 
累計其他綜合損益，淨額(74,870)(134,725)
Fb Financial公司普通股東權益總額1,562,329 1,454,794 
非控制權益93 93 
總股本1,562,422 1,454,887 
負債總額及股東權益$12,920,222 $12,604,403 
See the accompanying notes to the consolidated financial statements.
4

FB Financial Corporation and subsidiaries
Consolidated statements of income
(Unaudited)
(Amounts are in thousands, except per share amounts)

5
 Three Months Ended September 30,Nine Months Ended September 30,
 2024 2023 2024 2023 
Interest income:  
Interest and fees on loans$158,625 $153,882 $469,610 $443,458 
Interest on investment securities
Taxable13,943 6,399 35,014 19,449 
Tax-exempt1,104 1,795 3,714 5,407 
Other11,956 11,836 30,831 35,261 
Total interest income185,628 173,912 539,169 503,575 
Interest expense:
Deposits76,088 69,826 220,214 187,946 
Borrowings3,523 3,160 10,833 9,500 
Total interest expense79,611 72,986 231,047 197,446 
Net interest income106,017 100,926 308,122 306,129 
Provision for credit losses on loans HFI1,856 6,031 7,648 13,603 
Provision for (reversal of) credit losses on unfunded commitments58 (3,210)(2,728)(11,369)
Net interest income after provision for credit losses104,103 98,105 303,202 303,895 
Noninterest income:
Mortgage banking income11,553 11,998 36,048 36,316 
Investment services and trust income3,721 3,072 10,338 8,227 
Service charges on deposit accounts3,378 2,959 9,686 9,197 
ATM and interchange fees2,840 2,639 8,598 7,664 
Loss from investment securities, net(40,165)(14,197)(56,378)(14,156)
(Loss) gain on sales or write-downs of other real estate owned and other assets(289)115 (5)465 
Other income2,465 1,456 8,786 7,491 
Total noninterest (loss) income(16,497)8,042 17,073 55,204 
Noninterest expenses:
Salaries, commissions and employee benefits47,538 54,491 138,381 155,299 
Occupancy and equipment expense6,640 6,428 19,582 18,618 
Data processing 2,486 2,338 7,180 6,796 
Advertising1,947 2,124 4,977 6,258 
Legal and professional fees1,900 1,760 5,798 7,067 
Amortization of core deposit and other intangibles719 889 2,260 2,819 
Other expense14,982 14,967 45,547 47,872 
Total noninterest expense76,212 82,997 223,725 244,729 
Income before income taxes11,394 23,150 96,550 114,370 
Income tax expense1,174 3,975 18,393 23,507 
Net income applicable to FB Financial Corporation and noncontrolling
    interest		10,220 19,175 78,157 90,863 
Net income applicable to noncontrolling interest— — 8 8 
Net income applicable to FB Financial Corporation$10,220 $19,175 $78,149 $90,855 
Earnings per common share:
Basic$0.22 $0.41 $1.67 $1.94 
Diluted0.22 0.41 1.67 1.94 
See the accompanying notes to the consolidated financial statements.
5

FB Financial Corporation and subsidiaries
Consolidated statements of comprehensive income (loss)
(Unaudited)
(Amounts are in thousands)

 Three Months Ended September 30,Nine Months Ended September 30,
 2024 2023 2024 2023 
Net income$10,220 $19,175 $78,157 $90,863 
Other comprehensive income (loss), net of tax:
   Net unrealized gain (loss) in available-for-sale securities, net of tax expense
       (benefit) of $9,621, $(13,819), $6,674 and $(11,650)
27,265 (39,316)18,597 (33,110)
   Reclassification adjustment for loss on sale of securities included in net
      income, net of tax benefit of $10,467, $3,674, $14,692 and $3,674
29,698 10,426 41,686 10,426 
   Net unrealized loss in hedging activities, net of tax benefit
      of $21, $35, $151 and $99
(59)(101)(428)(281)
         Total other comprehensive income (loss), net of tax56,904 (28,991)59,855 (22,965)
Comprehensive income (loss) applicable to FB Financial Corporation
    and noncontrolling interest 		67,124 (9,816)138,012 67,898 
Comprehensive income applicable to noncontrolling interest— — 8 8 
Comprehensive income (loss) applicable to FB Financial Corporation$67,124 $(9,816)$138,004 $67,890 
See the accompanying notes to the consolidated financial statements.
6

FB Financial Corporation and subsidiaries
Consolidated statements of changes in shareholders’ equity
(Unaudited)
(Amounts are in thousands except per share amounts)


Common
stock		Additional
paid-in
capital		Retained
earnings		Accumulated
other
comprehensive
loss, net		Total common
shareholders’ equity		Noncontrolling interestTotal shareholders’ equity
Balance at June 30, 2023$46,799 $859,516 $644,043 $(163,407)$1,386,951 $93 $1,387,044 
Net income attributable to FB Financial
Corporation and noncontrolling interest		— — 19,175 — 19,175 — 19,175 
  Other comprehensive loss, net of
taxes		— — — (28,991)(28,991)— (28,991)
  Stock based compensation expense1 2,783 — — 2,784 — 2,784 
Restricted stock units vested, net of
taxes		26 (348)— — (322)— (322)
   Shares issued under employee stock
purchase program		13 389 — — 402 — 402 
   Dividends declared ($0.15 per share)
— — (7,098)— (7,098)— (7,098)
Balance at September 30, 2023$46,839 $862,340 $656,120 $(192,398)$1,372,901 $93 $1,372,994 
Balance at June 30, 2024$46,643 $855,391 $730,242 $(131,774)$1,500,502 $93 $1,500,595 
Net income attributable to FB Financial
Corporation and noncontrolling interest		— — 10,220 — 10,220 — 10,220 
Other comprehensive income, net of
taxes		— — — 56,904 56,904 — 56,904 
Stock based compensation expense1 2,350 — — 2,351 — 2,351 
Restricted stock units vested, net of
taxes		4 (108)— — (104)— (104)
Shares issued under employee stock
purchase program		10 473 — — 483 — 483 
Dividends declared ($0.17 per share)
— — (8,027)— (8,027)— (8,027)
Balance at September 30, 2024$46,658 $858,106 $732,435 $(74,870)$1,562,329 $93 $1,562,422 
See the accompanying notes to the consolidated financial statements.




7

FB Financial Corporation and subsidiaries
Consolidated statements of changes in shareholders’ equity
(Unaudited)
(Amounts are in thousands except per share amounts)

Common
stock		Additional
paid-in
capital		Retained
earnings		Accumulated
other
comprehensive
loss, net		Total common
shareholders’ equity		Noncontrolling interestTotal shareholders’ equity
Balance at December 31, 2022$46,738 $861,588 $586,532 $(169,433)$1,325,425 $93 $1,325,518 
Net income attributable to FB Financial
Corporation and noncontrolling interest		— — 90,855 — 90,855 8 90,863 
  Other comprehensive loss, net of
taxes		— — — (22,965)(22,965)— (22,965)
  Repurchase of common stock(136)(4,808)— — (4,944)— (4,944)
  Stock based compensation expense7 8,310 — — 8,317 — 8,317 
Restricted stock units vested, net of
taxes		141 (2,069)— — (1,928)— (1,928)
Performance-based restricted stock
units vested, net of taxes		68 (1,383)— — (1,315)— (1,315)
   Shares issued under employee stock
purchase program		21 702 — — 723 — 723 
   Dividends declared ($0.45 per share)
— — (21,267)— (21,267)— (21,267)
   Noncontrolling interest distribution— — — — — (8)(8)
Balance at September 30, 2023$46,839 $862,340 $656,120 $(192,398)$1,372,901 $93 $1,372,994 
Balance at December 31, 2023$46,849 $864,258 $678,412 $(134,725)$1,454,794 $93 $1,454,887 
Net income attributable to FB Financial
Corporation and noncontrolling interest		— — 78,149 — 78,149 8 78,157 
Other comprehensive income, net of
taxes		— — — 59,855 59,855 — 59,855 
Repurchase of common stock(353)(12,346)— — (12,699)— (12,699)
Stock based compensation expense5 7,256 — — 7,261 — 7,261 
Restricted stock units vested, net of
taxes		106 (1,549)— — (1,443)— (1,443)
Performance-based restricted stock
units vested, net of taxes		30 (374)— — (344)— (344)
Shares issued under employee stock
purchase program		21 861 — — 882 — 882 
Dividends declared ($0.51 per share)
— — (24,126)— (24,126)— (24,126)
Noncontrolling interest distribution— — — — — (8)(8)
Balance at September 30, 2024$46,658 $858,106 $732,435 $(74,870)$1,562,329 $93 $1,562,422 
See the accompanying notes to the consolidated financial statements.

8
FB Financial Corporation and subsidiaries
Consolidated statements of cash flows
(Unaudited)
(Amounts are in thousands)
Nine Months Ended September 30,
2024 2023 
Cash flows from operating activities:
Net income applicable to FB Financial Corporation and noncontrolling interest$78,157 $90,863 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of fixed assets and software8,957 7,361 
Amortization of core deposit and other intangibles2,260 2,819 
Amortization of issuance costs on subordinated debt 290 290 
Capitalization of mortgage servicing rights(4,067)(6,134)
Net change in fair value of mortgage servicing rights11,219 1,789 
Stock-based compensation expense7,261 8,317 
Provision for credit losses on loans HFI7,648 13,603 
Reversal of credit losses on unfunded commitments(2,728)(11,369)
Provision for (reversal of) mortgage loan repurchases200 (650)
Accretion of discounts and premiums on acquired loans, net(538)(617)
Amortization of premiums and discounts on securities, net2,787 3,959 
Loss from investment securities, net56,378 14,156 
Originations of loans held for sale(913,315)(970,131)
Proceeds from sale of loans held for sale911,650 1,013,584 
Gain on sale and change in fair value of loans held for sale(26,008)(25,847)
Net loss (gain) on write-downs of other real estate owned and other assets5 (465)
(Reversal of) provision for deferred income taxes(3,895)1,660 
Earnings on bank-owned life insurance(3,296)(1,382)
Changes in:
Operating lease assets and liabilities, net(1,110)1,591 
Other assets and interest receivable(22,170)(14,596)
Accrued expenses and other liabilities4,985 7,911 
Net cash provided by operating activities114,670 136,712 
Cash flows from investing activities:
Activity in available-for-sale securities:
Sales526,076 75,857 
Maturities, prepayments and calls224,070 91,361 
Purchases(823,976)(82,829)
Net change in loans(73,631)21,419 
Proceeds from sales of FHLB stock, net1,331 23,832 
Purchases of premises and equipment(4,977)(16,563)
Proceeds from the sale of premises and equipment489 105 
Proceeds from the sale of other real estate owned 1,846 5,692 
Proceeds from the sale of other assets898 1,197 
Proceeds from bank-owned life insurance7,272 236 
Net cash (used in) provided by investing activities(140,602)120,307 
Cash flows from financing activities:
Net increase (decrease) in deposits423,427 (219,798)
Net decrease in securities sold under agreements to repurchase and federal
   funds purchased		(89,056)(12,240)
Repayment of Bank Term Funding Program(130,000)— 
Net decrease in short-term FHLB advances — (175,000)
Share based compensation withholding payments(1,787)(3,243)
Net proceeds from sale of common stock under employee stock purchase program882 723 
Repurchase of common stock(12,699)(4,944)
Dividends paid on common stock(23,847)(21,026)
Dividend equivalent payments made upon vesting of equity compensation(162)(217)
Noncontrolling interest distribution(8)(8)
Net cash provided by (used in) financing activities166,750 (435,753)
Net change in cash and cash equivalents140,818 (178,734)
Cash and cash equivalents at beginning of the period810,932 1,027,052 
Cash and cash equivalents at end of the period$951,750 $848,318 
9
FB Financial Corporation and subsidiaries
Consolidated statements of cash flows (continued)
(Unaudited)
(Amounts are in thousands)
Nine Months Ended September 30,
2024 2023 
Supplemental cash flow information:
Interest paid$229,275 $185,513 
Taxes paid, net34,173 37,875 
Supplemental noncash disclosures:
Transfers from loans to other real estate owned$2,400 $657 
Transfers from loans to other assets3,316 2,233 
Transfers from other real estate owned to other assets— 75 
Transfers from loans to loans held for sale167 11,351 
Transfers from loans held for sale to loans1,850 3,076 
Loans provided for sales of other assets924 516 
Increase (decrease) in rebooked GNMA loans under optional repurchase program9,308 (4,137)
Trade date payable - securities— 10,930 
Trade date receivable - securities365 789 
Dividends declared not paid on restricted stock units and performance stock units279 241 
Right-of-use assets obtained in exchange for operating lease liabilities3,925 5,617 
See the accompanying notes to the consolidated financial statements.

10
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)

Note (1)—Basis of presentation
Overview and presentation
FB Financial Corporation (the “Company”) is a financial holding company headquartered in Nashville, Tennessee. The Company operates primarily through its wholly-owned subsidiary bank, FirstBank (the “Bank”) and its subsidiaries. As of September 30, 2024, the Bank had 77 full-service branches throughout Tennessee, Alabama, Kentucky and North Georgia, and a mortgage business with office locations across the Southeast, which primarily originates loans to be sold to third party private investors or government sponsored agencies in the secondary market.
The unaudited consolidated financial statements, including the notes thereto, have been prepared in accordance with U.S. GAAP interim reporting requirements and general banking industry guidelines, and therefore, do not include all information and notes included in the annual consolidated financial statements in conformity with GAAP. These interim consolidated financial statements and notes thereto should be read in conjunction with the Company’s audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K.
The unaudited consolidated financial statements include all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the results for the interim periods. The results for interim periods are not necessarily indicative of results for a full year.
In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements and the reported results of operations for the reporting periods and the related disclosures. Although management’s estimates contemplate current conditions and how they are expected to change in the future, it is reasonably possible that actual conditions could vary from those anticipated, which could cause the Company’s financial condition and results of operations to vary significantly from those estimates.
Certain prior period amounts have been reclassified to conform to the current period presentation without any impact on the reported amounts of net income or shareholders’ equity.
Earnings per common share
Basic earnings per common share excludes dilution and is computed by dividing earnings attributable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per common share includes the dilutive effect of additional potential common shares issuable under the restricted stock units granted but not yet vested and distributable. Diluted earnings per common share is computed by dividing earnings attributable to common shareholders by the weighted average number of common shares outstanding for the year, plus an incremental number of common-equivalent shares computed using the treasury stock method.
Certain restricted stock awards granted by the Company include non-forfeitable dividend equivalent rights and are considered participating securities for the purposes of computing earnings per common share. Accordingly, the Company is required to calculate basic and diluted earnings per common share using the two-class method. Calculation of earnings per common share under the two-class method (i) excludes from the numerator any dividends paid or owed on participating securities and any undistributed earnings considered to be attributable to participating securities and (ii) excludes from the denominator the dilutive impact of the participating securities.
11
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
The following is a summary of the basic and diluted earnings per common share calculations for each of the periods presented:
 Three Months Ended September 30,Nine Months Ended September 30,
 2024 2023 20242023
Basic earnings per common share:
Net income applicable to FB Financial Corporation$10,220 $19,175 $78,149 $90,855 
Dividends paid on and undistributed earnings allocated to participating securities— — — — 
Earnings available to common shareholders$10,220 $19,175 $78,149 $90,855 
Weighted average basic shares outstanding46,650,563 46,818,612 46,762,213 46,759,703 
Basic earnings per common share$0.22 $0.41 $1.67 $1.94 
Diluted earnings per common share:
Earnings available to common shareholders$10,220 $19,175 $78,149 $90,855 
Weighted average basic shares outstanding46,650,563 46,818,612 46,762,213 46,759,703 
Weighted average diluted shares contingently issuable(1)
152,767 37,810 111,824 42,840 
Weighted average diluted shares outstanding46,803,330 46,856,422 46,874,037 46,802,543 
Diluted earnings per common share$0.22 $0.41 $1.67 $1.94 
(1) Excludes 4 and 904 restricted stock units outstanding considered to be antidilutive for the three and nine months ended September 30, 2024 and 217,546 and 218,815 restricted stock units outstanding considered to be antidilutive for the three and nine months ended September 30, 2023.
Recently adopted accounting standards:
In June 2022, the FASB issued ASU 2022-03, “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions.” The FASB issued this update to clarify the guidance in ASC 820, “Fair Value Measurement,” when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security, to amend a related illustrative example, and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820. The Company adopted this update effective January 1, 2024. The adoption did not have an impact on the Company’s consolidated financial statements or related disclosures.
In March 2023, the FASB issued ASU 2023-01, “Leases (Topic 842): Common Control Arrangements” as part of the Post-Implementation Review process of ASC 842, “Leases,” around related party arrangements between entities under common control. Under previous guidance, a lessee is generally required to amortize leasehold improvements that it owns over the shorter of the useful life of those improvements or the lease term. However, due to the nature of leasehold improvements made under leases between entities under common control, ASU 2023-01 requires a lessee in a common-control arrangement to amortize such leasehold improvements that it owns over the improvements’ useful life to the common control group, regardless of the lease term. The Company adopted this standard on January 1, 2024 on a prospective basis. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements or related disclosures.
Additionally, in March 2023, the FASB issued ASU 2023-02, “Investments – Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method.” The amendments in this update permit reporting entities to elect to account for tax equity investments, regardless of the tax credit program from which the income tax credits are received, using the proportional amortization method if certain conditions are met. The Company adopted this standard effective January 1, 2024. The adoption of this accounting pronouncement did not have an impact on the Company’s historical consolidated financial statements but could influence the Company’s decisions with respect to investments in certain tax credits prospectively.
Newly issued not yet effective accounting standards:
In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” The amendments in this update are intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses. The ASU requires disclosures to include significant segment expenses that are regularly provided to the chief operating decision maker, a description of other segment items by reportable segment, and any additional measures of a segment's profit or loss used by the chief operating decision maker when deciding how to allocate resources. The ASU also requires all annual disclosures currently
12
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
required by Topic 280, “Segment Reporting,” to be included in interim periods. This update is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted, and retrospective application is required for all periods presented. While the Company is continuing to evaluate the impact, ASU 2023-07 is not expected to have a material impact on the Company’s reportable segments disclosures.
In December 2023, the FASB issued ASU 2023-08, “Intangibles – Goodwill and Other-Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets.” This update requires entities to present crypto assets measured at fair value separately from other intangible assets on the balance sheet and reflect changes from remeasurement in the net income. Additionally, an entity that receives crypto assets as noncash consideration in the ordinary course of business and converts them nearly immediately into cash is required to classify those cash receipts as cash flows from operating activities. Lastly, the update requires entities to provide interim and annual disclosures about the types of crypto assets they hold and any changes in their holdings of crypto assets. While the Company does not currently hold or facilitate transactions with crypto assets, the Company is evaluating the potential future financial statement and disclosure impact from adopting this guidance when it becomes applicable based on the Company’s crypto asset activities.
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” The amendments in this update enhance the transparency and decision usefulness of income tax disclosures. This ASU requires disclosures of specific categories and disaggregation of information in the rate reconciliation table. The ASU also requires disclosure of disaggregated information related to income taxes paid, income or loss from continuing operations before income tax expense or benefit, and income tax expense or benefit from continuing operations. The requirements of the ASU are effective for annual periods beginning after December 15, 2024. Early adoption is permitted, and the amendments should be applied on a prospective basis. Retrospective application is permitted. The Company is evaluating the impact this will have on the Company’s income tax disclosures.
Subsequent events
The Company has evaluated, for consideration of recognition or disclosure, subsequent events that occurred through the date of issuance of these financial statements. The Company has determined that there were no subsequent events that occurred after September 30, 2024, but prior to the issuance of these financial statements that would have a material impact on the Company’s consolidated financial statements.
13
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
Note (2)—Investment securities
The following tables summarize the amortized cost, allowance for credit losses and fair value of the AFS debt securities and the corresponding amounts of unrealized gains and losses recognized in accumulated other comprehensive loss, net at September 30, 2024 and December 31, 2023:  
September 30, 2024
 Amortized cost Gross unrealized gains Gross unrealized losses Allowance for credit losses on investments Fair Value
Investment Securities    
AFS debt securities  
U.S. government agency securities$515,775 $1,401 $(343)$— $516,833 
Mortgage-backed securities - residential968,294 1,471 (90,176)— 879,589 
Mortgage-backed securities - commercial 17,147 — (858)— 16,289 
Municipal securities170,865 143 (16,779)— 154,229 
Corporate securities998 — (16)— 982 
Total$1,673,079 $3,015 $(108,172)$— $1,567,922 
December 31, 2023
 Amortized costGross unrealized gains Gross unrealized losses Allowance for credit losses on investmentsFair Value
Investment Securities    
AFS debt securities    
U.S. government agency securities$204,663 $470 $(1,177)$— $203,956 
Mortgage-backed securities - residential1,057,389 — (160,418)— 896,971 
Mortgage-backed securities - commercial18,186 — (1,225)— 16,961 
Municipal securities263,312 370 (21,419)— 242,263 
U.S. Treasury securities111,729 — (3,233)— 108,496 
Corporate securities3,500 — (174)— 3,326 
Total$1,658,779 $840 $(187,646)$— $1,471,973 
The components of amortized cost for AFS debt securities on the consolidated balance sheets exclude accrued interest receivable since the Company elected to present accrued interest receivable separately on the consolidated balance sheets. As of September 30, 2024 and December 31, 2023, total accrued interest receivable on AFS debt securities was $5,848 and $7,212, respectively.
AFS debt securities pledged at September 30, 2024 and December 31, 2023 had carrying amounts of $1,057,384 and $929,546, respectively, and were pledged to secure a Federal Reserve line of credit, public deposits and repurchase agreements. Additionally at December 31, 2023, AFS debt securities were pledged to secure Bank Term Funding Program borrowings.
Within AFS debt securities, there were no aggregate holdings of any single issuer, other than U.S. Government sponsored enterprises, in an amount greater than 10% of shareholders’ equity during any period presented.
AFS debt securities transactions are recorded as of the trade date. At September 30, 2024, there were $365 in trade date receivables related to sales settled after period end. At December 31, 2023, there were no such trade date receivables. At both September 30, 2024 and December 31, 2023, there were no trade date payables that related to purchases settled after period end.
14
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
The following tables show gross unrealized losses on AFS debt securities for which an allowance for credit losses has not been recorded at September 30, 2024 and December 31, 2023, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position:
September 30, 2024
 Less than 12 months12 months or moreTotal
 Fair ValueGross Unrealized Loss Fair ValueGross Unrealized LossFair ValueGross Unrealized Loss
U.S. government agency securities$143,783 $(338)$816 $(5)$144,599 $(343)
Mortgage-backed securities - residential— — 470,625 (90,176)470,625 (90,176)
Mortgage-backed securities - commercial— — 16,289 (858)16,289 (858)
Municipal securities23,993 (1,772)115,191 (15,007)139,184 (16,779)
Corporate securities— — 982 (16)982 (16)
Total$167,776 $(2,110)$603,903 $(106,062)$771,679 $(108,172)
 December 31, 2023
 Less than 12 months12 months or moreTotal
 Fair ValueGross Unrealized LossFair ValueGross Unrealized LossFair ValueGross Unrealized Loss
U.S. government agency securities$25,923 $(21)$14,040 $(1,156)$39,963 $(1,177)
Mortgage-backed securities - residential— — 896,971 (160,418)896,971 (160,418)
Mortgage-backed securities - commercial— — 16,961 (1,225)16,961 (1,225)
Municipal securities14,480 (148)188,669 (21,271)203,149 (21,419)
U.S. Treasury securities— — 108,496 (3,233)108,496 (3,233)
Corporate securities— — 3,326 (174)3,326 (174)
Total$40,403 $(169)$1,228,463 $(187,477)$1,268,866 $(187,646)
As of September 30, 2024 and December 31, 2023, the Company’s AFS debt securities portfolio consisted of 266 and 439 individual securities, 207 and 370 of which were in an unrealized loss position, respectively.
The majority of the investment portfolio was either government guaranteed, an issuance of a government sponsored entity or highly rated by major credit rating agencies, and the Company has historically not recorded any credit losses associated with these investments. Municipal debt securities with market values below amortized cost at September 30, 2024 were reviewed for material credit events and/or rating downgrades with individual credit reviews performed. The issuers of these AFS debt securities continue to make timely principal and interest payments under the contractual terms of the securities and the issuers will continue to be observed as a part of the Company’s ongoing credit monitoring. As such, as of September 30, 2024 and December 31, 2023, it was determined that all AFS debt securities that experienced a decline in fair value below amortized cost basis were due to noncredit-related factors. Further, it is not likely that the Company will be required to sell these securities before recovery of their amortized cost basis. Therefore, there was no allowance for credit losses recognized on AFS debt securities as of September 30, 2024 or December 31, 2023. Periodically, AFS debt securities may be sold, or the composition of the portfolio realigned to improve yields, quality or marketability, or to implement changes in investment or asset/liability strategy, including maintaining collateral requirements and raising funds for liquidity purposes or preparing for anticipated changes in market interest rates.
15
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
The amortized cost and fair value of AFS debt securities by contractual maturity as of September 30, 2024 and December 31, 2023 are shown below. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
September 30,December 31,
 2024 2023 
 Available-for-saleAvailable-for-sale
 Amortized costFair ValueAmortized costFair Value
Due in one year or less$1,895 $1,892 $64,776 $64,279 
Due in one to five years4,189 4,143 75,996 71,801 
Due in five to ten years229,469 228,476 51,162 49,630 
Due in over ten years452,085 437,533 391,270 372,331 
687,638 672,044 583,204 558,041 
Mortgage-backed securities - residential968,294 879,589 1,057,389 896,971 
Mortgage-backed securities - commercial17,147 16,289 18,186 16,961 
Total AFS debt securities$1,673,079 $1,567,922 $1,658,779 $1,471,973 
Sales and other dispositions of AFS debt securities were as follows:
 Three Months Ended September 30,Nine Months Ended September 30,
 2024 2023 2024 2023 
Proceeds from sales$318,194 $75,857 $526,076 $75,857 
Proceeds from maturities, prepayments and calls89,834 32,946 224,070 91,361 
Gross realized gains— 19 90 19 
Gross realized losses40,165 14,119 56,468 14,119 
Equity Securities
The Company had equity securities without readily determinable market value included in other assets on the consolidated balance sheets with carrying amounts of $23,301 and $25,191 at September 30, 2024 and December 31, 2023, respectively. Additionally, the Company had equity securities accounted for under the equity method of accounting included in other assets on the consolidated balance sheets of $20,000 at September 30, 2024. The Company also had $32,859 and $34,190 of FHLB stock carried at cost at September 30, 2024 and December 31, 2023, respectively, included separately from the other equity securities discussed above.

16
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
Note (3)—Loans and allowance for credit losses on loans HFI
Loans outstanding as of September 30, 2024 and December 31, 2023, by class of financing receivable are as follows:
 September 30,December 31,
 2024 2023 
Commercial and industrial$1,688,815 $1,720,733 
Construction1,079,726 1,397,313 
Residential real estate:
1-to-4 family mortgage1,612,031 1,568,552 
Residential line of credit591,049 530,912 
Multi-family mortgage654,188 603,804 
Commercial real estate:
Owner-occupied1,324,208 1,232,071 
Non-owner occupied2,048,036 1,943,525 
Consumer and other480,076 411,873 
Gross loans9,478,129 9,408,783 
Less: Allowance for credit losses on loans HFI(156,260)(150,326)
Net loans$9,321,869 $9,258,457 
As of September 30, 2024 and December 31, 2023, $925,200 and $1,030,016, respectively, of qualifying residential mortgage loans (including loans held for sale) and $1,604,389 and $1,984,007, respectively, of qualifying commercial mortgage loans were pledged to the FHLB system securing advances against the Bank’s line of credit. Additionally, as of September 30, 2024 and December 31, 2023, qualifying commercial and industrial, construction and consumer loans, of $2,651,997 and $3,107,495, respectively, were pledged to the Federal Reserve under the Borrower-in-Custody program.
The amortized cost of loans HFI on the consolidated balance sheets exclude accrued interest receivable as the Company presents accrued interest receivable separately on the balance sheet. As of September 30, 2024 and December 31, 2023, accrued interest receivable on loans HFI amounted to $43,503 and $43,776, respectively.
Credit Quality - Commercial Type Loans
The Company categorizes commercial loan types into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Company analyzes loans that share similar risk characteristics collectively. Loans that do not share similar risk characteristics may be evaluated individually.
The Company uses the following definitions for risk ratings:
Pass.
Loans rated Pass include those that are adequately collateralized performing loans which management believes do not have conditions that have occurred or may occur that would result in the loan being downgraded into an inferior category. The Pass category also includes commercial loans rated as Watch, which include those that management believes have conditions that have occurred, or may occur, which could result in the loan being downgraded to an inferior category.

Special Mention.
Loans rated Special Mention are those that have potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or in the institution’s credit position at some future date. Management does not believe there will be a loss of principal or interest. These loans require intensive servicing and may possess more than normal credit risk.
Classified.
Loans included in the Classified category include loans rated as Substandard and Doubtful. Loans rated as Substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Substandard loans have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected. Doubtful loans have all the weaknesses inherent in those classified as Substandard, with the added characteristic that the weakness or weaknesses make collection or liquidation in full, based on currently existing facts, conditions, and values, highly questionable and improbable.
Risk ratings are updated on an ongoing basis and are subject to change by continuous loan monitoring processes.

17
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
The following tables present the credit quality of the Company's commercial type loan portfolio as of September 30, 2024 and December 31, 2023 and the gross charge-offs for the nine months ended September 30, 2024 and the year ended December 31, 2023 by year of origination. Revolving loans are presented separately. Management considers the guidance in ASC 310-20 when determining whether a modification, extension, or renewal constitutes a current period origination.

As of and for the nine months
    ended September 30, 2024
2024 2023 2022 2021 2020 PriorRevolving Loans Amortized Cost BasisTotal
Commercial and industrial
Pass$132,257 $189,261 $154,303 $61,545 $32,166 $115,917 $908,150 $1,593,599 
Special Mention2,795 2,851 2,609 73 — 195 26,260 34,783 
Classified— 59 20,468 4,593 2,900 6,256 26,157 60,433 
Total135,052 192,171 177,380 66,211 35,066 122,368 960,567 1,688,815 
            Current-period gross
               charge-offs		— 12 2 70 16 7 52 159 
Construction
Pass141,229 140,864 369,074 106,230 28,784 66,547 183,222 1,035,950 
Special Mention— 87 12,321 26 — 600 — 13,034 
Classified— — 5,228 273 8,488 — 16,753 30,742 
Total141,229 140,951 386,623 106,529 37,272 67,147 199,975 1,079,726 
            Current-period gross
               charge-offs		— — — — — — 92 92 
Residential real estate:
Multi-family mortgage
Pass29,685 5,879 241,414 224,347 52,376 70,251 19,245 643,197 
Special Mention— — — 9,980 — — — 9,980 
Classified— — — — — 1,011 — 1,011 
Total29,685 5,879 241,414 234,327 52,376 71,262 19,245 654,188 
             Current-period gross
                charge-offs		— — — — — — — — 
Commercial real estate:
Owner occupied
Pass133,073 112,041 247,259 218,567 108,938 392,401 87,183 1,299,462 
Special Mention— — 1,385 2,600 — 7,932 — 11,917 
Classified— — 6,274 15 62 5,425 1,053 12,829 
Total133,073 112,041 254,918 221,182 109,000 405,758 88,236 1,324,208 
            Current-period gross
              charge-offs		— — — — — — — — 
Non-owner occupied
Pass100,902 43,211 535,152 460,381 113,393 708,997 47,920 2,009,956 
Special Mention— — 5,324 4,536 1,092 19,406 — 30,358 
Classified— — — — — 7,722 — 7,722 
Total100,902 43,211 540,476 464,917 114,485 736,125 47,920 2,048,036 
             Current-period gross
                charge-offs		— — — — — — — — 
Total commercial loan types
Pass537,146 491,256 1,547,202 1,071,070 335,657 1,354,113 1,245,720 6,582,164 
Special Mention2,795 2,938 21,639 17,215 1,092 28,133 26,260 100,072 
Classified— 59 31,970 4,881 11,450 20,414 43,963 112,737 
Total$539,941 $494,253 $1,600,811 $1,093,166 $348,199 $1,402,660 $1,315,943 $6,794,973 
            Current-period gross
                charge-offs		$— $12 $2 $70 $16 $7 $144 $251 
18
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
As of and for the year ended
  December 31, 2023 		2023 2022 2021 2020 2019 PriorRevolving Loans Amortized Cost BasisTotal
Commercial and industrial
Pass$225,734 $255,921 $151,492 $39,897 $70,302 $73,415 $839,918 $1,656,679 
Special Mention— 17,947 3,083 — 151 108 7,549 28,838 
Classified457 4,253 3,075 3,027 254 6,129 18,021 35,216 
Total226,191 278,121 157,650 42,924 70,707 79,652 865,488 1,720,733 
              Current-period gross
                 charge-offs		14 7 201 22 — 87 131 462 
Construction
Pass179,929 677,387 148,312 46,697 39,140 49,954 208,491 1,349,910 
Special Mention1 4,659 2,943 1,202 — 690 12,000 21,495 
Classified— 2,349 1,484 6,620 — — 15,455 25,908 
Total179,930 684,395 152,739 54,519 39,140 50,644 235,946 1,397,313 
              Current-period gross
                  charge-offs		— — — — — — — — 
Residential real estate:
Multi-family mortgage
Pass29,982 151,495 223,889 92,745 29,933 43,479 31,209 602,732 
Special Mention— — — — — — — — 
Classified— — — — — 1,072 — 1,072 
Total29,982 151,495 223,889 92,745 29,933 44,551 31,209 603,804 
             Current-period gross
                 charge-offs		— — — — — — — — 
Commercial real estate:
Owner occupied
Pass118,030 261,196 231,241 115,397 151,146 281,253 53,970 1,212,233 
Special Mention— 1,297 1,827 — 154 2,617 — 5,895 
Classified— 6,305 16 — 760 5,789 1,073 13,943 
Total118,030 268,798 233,084 115,397 152,060 289,659 55,043 1,232,071 
              Current-period gross
                  charge-offs		— — 144 — — — — 144 
Non-owner occupied
Pass47,026 474,560 478,878 117,429 178,448 580,16843,577 1,920,086 
Special Mention— — 3,975 — — 10,435— 14,410 
Classified— — 1,001 — 381 7,647— 9,029 
Total47,026 474,560 483,854 117,429 178,829 598,250 43,577 1,943,525 
               Current-period gross
                   charge-offs		— — — — — — — — 
Total commercial loan types
Pass600,701 1,820,559 1,233,812 412,165 468,969 1,028,269 1,177,165 6,741,640 
Special Mention1 23,903 11,828 1,202 305 13,850 19,549 70,638 
Classified457 12,907 5,576 9,647 1,395 20,637 34,549 85,168 
Total$601,159 $1,857,369 $1,251,216 $423,014 $470,669 $1,062,756 $1,231,263 $6,897,446 
              Current-period gross
                  charge-offs		14 7 345 22 — 87 131 606 







19
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
Credit Quality - Consumer Type Loans
For consumer and residential loan classes, the Company primarily evaluates credit quality based on delinquency and accrual status of the loan, credit documentation and by payment activity. The performing or nonperforming status is updated on an on-going basis dependent upon improvement and deterioration in credit quality. Nonperforming loans include loans that are no longer accruing interest (nonaccrual loans) and loans past due ninety or more days and still accruing interest.
The following tables present the credit quality by classification (performing or nonperforming) of the Company’s consumer type loan portfolio as of September 30, 2024 and December 31, 2023 and the gross charge-offs for the nine months ended September 30, 2024 and the year ended December 31, 2023 by year of origination. Revolving loans are presented separately. Management considers the guidance in ASC 310-20 when determining whether a modification, extension, or renewal constitutes a current period origination.
As of and for the nine months
     ended September 30, 2024
2024 2023 2022 2021 2020 PriorRevolving Loans Amortized Cost BasisTotal
Residential real estate:
1-to-4 family mortgage
Performing$171,947 $171,313 $465,317 $371,494 $136,834 $271,278 $— $1,588,183 
Nonperforming80 564 6,365 6,571 3,126 7,142 — 23,848 
Total172,027 171,877 471,682 378,065 139,960 278,420 — 1,612,031 
          Current-period gross
             charge-offs		— — 150 130 — 15 — 295 
Residential line of credit
Performing— — — — — — 589,491 589,491 
Nonperforming— — — — — — 1,558 1,558 
Total— — — — — — 591,049 591,049 
          Current-period gross
             charge-offs		— — — — — 73 — 73 
Consumer and other
Performing112,563 97,908 79,587 38,215 30,704 105,231 634 464,842 
Nonperforming731 1,720 1,759 2,925 2,338 5,760 1 15,234 
       Total113,294 99,628 81,346 41,140 33,042 110,991 635 480,076 
           Current-period gross
              charge-offs		956 446 201 233 56 244 — 2,136 
Total consumer type loans
Performing284,510 269,221 544,904 409,709 167,538 376,509 590,125 2,642,516 
Nonperforming811 2,284 8,124 9,496 5,464 12,902 1,559 40,640 
        Total$285,321 $271,505 $553,028 $419,205 $173,002 $389,411 $591,684 $2,683,156 
            Current-period gross
             charge-offs		$956 $446 $351 $363 $56 $332 $— $2,504 


20
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
As of and for the year ended
  December 31, 2023 		2023 2022 2021 2020 2019 PriorRevolving Loans Amortized Cost BasisTotal
Residential real estate:
1-to-4 family mortgage
Performing$198,537 $500,628 $399,338 $145,484 $81,905 $226,587 $— $1,552,479 
Nonperforming76 2,565 4,026 3,846 690 4,870 — 16,073 
Total198,613 503,193 403,364 149,330 82,595 231,457 — 1,568,552 
           Prior-period gross
               charge-offs		— 18 — 4 — 24 — 46 
Residential line of credit
Performing— — — — — — 528,439 528,439 
Nonperforming— — — — — — 2,473 2,473 
Total— — — — — — 530,912 530,912 
           Prior-period gross
               charge-offs		— — — — — — — — 
Consumer and other
Performing104,399 91,557 45,187 34,928 24,040 93,833 6,890 400,834 
Nonperforming528 1,025 2,562 1,819 1,264 3,841 — 11,039 
       Total104,927 92,582 47,749 36,747 25,304 97,674 6,890 411,873 
            Prior-period gross
               charge-offs		1,463 564 139 201 110 372 2 2,851 
Total consumer type loans
Performing302,936 592,185 444,525 180,412 105,945 320,420 535,329 2,481,752 
Nonperforming604 3,590 6,588 5,665 1,954 8,711 2,473 29,585 
       Total$303,540 $595,775 $451,113 $186,077 $107,899 $329,131 $537,802 $2,511,337 
             Prior-period gross
                 charge-offs		1,463 582 139 205 110 396 2 2,897 
Nonaccrual and Past Due Loans
The following tables represent an analysis of the aging by class of financing receivable as of September 30, 2024 and December 31, 2023:
September 30, 202430-89 days
past due and accruing
interest		90 days or 
more and accruing
interest 		Nonaccrual
loans		Loans current
on payments
and accruing
interest 		Total
Commercial and industrial$760 $600 $22,458 $1,664,997 $1,688,815 
Construction2,734 365 11,181 1,065,446 1,079,726 
Residential real estate:
1-to-4 family mortgage21,644 15,249 8,599 1,566,539 1,612,031 
Residential line of credit2,061 1,331 227 587,430 591,049 
Multi-family mortgage— — 25 654,163 654,188 
Commercial real estate:
Owner occupied236 95 8,904 1,314,973 1,324,208 
Non-owner occupied65 3,512 3,055 2,041,404 2,048,036 
Consumer and other12,961 5,098 10,136 451,881 480,076 
Total$40,461 $26,250 $64,585 $9,346,833 $9,478,129 
 
21
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
December 31, 202330-89 days
past due and accruing
interest		90 days or 
more and accruing
interest 		Nonaccrual
loans		Loans current on payments and accruing interest Total
Commercial and industrial$732 $— $21,730 $1,698,271 $1,720,733 
Construction6,579 165 2,872 1,387,697 1,397,313 
Residential real estate:
1-to-4 family mortgage21,768 9,355 6,718 1,530,711 1,568,552 
Residential line of credit2,464 1,337 1,136 525,975 530,912 
Multi-family mortgage— — 32 603,772 603,804 
Commercial real estate:
Owner occupied480 — 3,188 1,228,403 1,232,071 
Non-owner occupied4,059 — 3,351 1,936,115 1,943,525 
Consumer and other10,961 1,836 9,203 389,873 411,873 
Total$47,043 $12,693 $48,230 $9,300,817 $9,408,783 
The following tables provide the amortized cost basis of loans on non-accrual status, as well as any related allowance as of September 30, 2024 and December 31, 2023 by class of financing receivable.
September 30, 2024Nonaccrual
with no
related
allowance		Nonaccrual
with
related
allowance		Related
allowance
Commercial and industrial$8,535 $13,923 $9,906 
Construction— 11,181 1,284 
Residential real estate:
1-to-4 family mortgage1,561 7,038 140 
Residential line of credit147 80 1 
Multi-family mortgage— 25 1 
Commercial real estate:
Owner occupied6,415 2,489 109 
Non-owner occupied2,598 457 6 
Consumer and other— 10,136 526 
Total$19,256 $45,329 $11,973 
December 31, 2023
Nonaccrual
with no
related
allowance		Nonaccrual
with
related
allowance		Related
allowance
Commercial and industrial$3,678 $18,052 $5,011 
Construction2,267 605 59 
Residential real estate:
1-to-4 family mortgage1,444 5,274 103 
Residential line of credit685 451 8 
Multi-family mortgage— 32 1 
Commercial real estate:
Owner occupied2,920 268 15 
Non-owner occupied3,316 35 1 
Consumer and other— 9,203 498 
Total$14,310 $33,920 $5,696 





22
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
The following presents interest income recognized on nonaccrual loans for the three and nine months ended September 30, 2024:
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Commercial and industrial$46 $302 $615 $350 
Construction308 — 448 52 
Residential real estate:
1-to-4 family mortgage6 83 40 232 
Residential line of credit1 34 40 85 
Multi-family mortgage— 1 1 2 
Commercial real estate:
Owner occupied— — 124 97 
Non-owner occupied— 58 89 195 
Consumer and other— 100 — 416 
Total$361 $578 $1,357 $1,429 
Accrued interest receivable written off as an adjustment to interest income amounted to $128 and $536 for the three and nine months ended September 30, 2024, respectively, and $322 and $666 for the three and nine months ended September 30, 2023, respectively.
Loan Modifications to Borrowers Experiencing Financial Difficulty
Occasionally, the Company may make certain modifications of loans to borrowers experiencing financial difficulty. These modifications may be in the form of an interest rate reduction, a term extension, principal forgiveness, payment deferral or a combination thereof. Upon the Company's determination that a modified loan has subsequently been deemed uncollectible, the portion of the loan deemed uncollectible is charged off against the allowance for credit losses on loans HFI. The Company closely monitors the performance of the loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. Tables within this section exclude loans that were paid off or are otherwise no longer in the loan portfolio as of period end.
The following tables present the amortized cost of FDM loans as of September 30, 2024 by class of financing receivable and type of concession granted that were modified during the three and nine months ended September 30, 2024.

Three Months Ended
September 30, 2024		Term extensionPayment deferral and term extensionInterest rate reduction and term extensionPayment deferral, interest rate reduction, and term extensionTotal% of total class of financing receivables
Commercial and
    industrial		$— $7,038 $— $— $7,038 0.4 %
Construction$— — — 1,713 1,713 0.2 %
     Total$— $7,038 $— $1,713 $8,751 0.1 %
Nine Months Ended
September 30, 2024		Term extensionPayment deferral and term extensionInterest rate reduction and term extensionPayment deferral, interest rate reduction, and term extensionTotal% of total class of financing receivables
Commercial and
    industrial		$— $7,038 $— $— $7,038 0.4 %
Construction— 14,195 — 1,713 15,908 1.5 %
Consumer and other38 — 97 — 135 — %
     Total$38 $21,233 $97 $1,713 $23,081 0.2 %
23
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
During the three months ended September 30, 2023, the Company modified one residential mortgage loan with a balance of $31 and one commercial and industrial loan with a balance of $187 in the form of term extensions for borrowers experiencing financial difficulties. During the nine months ended September 30, 2023, the Company modified three residential mortgage loans with balances totaling $165 and one commercial and industrial loan with a balance of $187 in the form of term extensions for borrowers experiencing financial difficulties.
The following tables describe the financial effect of the modifications made to borrowers experiencing financial difficultly:
Three Months Ended September 30, 2024Weighted average term extension
(in months)		Weighted average payment deferral
(in months)		Weighted average interest rate reduction
Commercial and industrial1212—%
Construction36050.10%
Nine Months Ended September 30, 2024
Weighted average term extension
(in months)		Weighted average payment deferral
(in months)		Weighted average interest rate reduction
Commercial and industrial1212—
Construction4430.10%
Consumer and other25—1.49%
During the three and nine months ended September 30, 2024, consumer and other loans of $32 defaulted that were previously modified in the prior 12 months by receiving a term extension. No financing receivables modified in the preceding twelve months had a payment default during the three and nine months ended September 30, 2023. For FDMs, a subsequent payment default is defined as the earlier of the FDM being placed on non-accrual status or reaching 30 days past due with respect to principal and/or interest payments. At September 30, 2024, the Company had commitments to lend additional funds to borrowers whose loans were classified as an FDM of $300. There were no such commitments as of December 31, 2023.
The Company closely monitors the performance of the loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. The table below depicts the performance of loans HFI as of September 30, 2024 made to borrowers experiencing financial difficulty that were modified in the prior twelve months.
September 30, 202430-89 days
past due and accruing
interest		90 days or 
more and accruing
interest
Nonaccrual
loans(1)
Loans current
on payments
and accruing
interest 		Total
Commercial and industrial$— $— $7,038 $— $7,038 
Construction— — 1,713 14,195 15,908 
Residential real estate:
1-to-4 family mortgage— — 22 — 22 
Consumer and other32 — — 104 136 
Total$32 $— $8,773 $14,299 $23,104 
(1) Loans were on non-accrual when modified and subsequently classified as FDM.
Collateral-Dependent Loans
For collateral-dependent loans, or those loans for which repayment is expected to be provided substantially through the operation or sale of collateral, where the borrower is also experiencing financial difficulty, the following tables present the loans and the corresponding individually assessed allowance for credit losses by class of financing receivable. Significant changes in individually assessed reserves are due to changes in the valuation of the underlying collateral in addition to changes in accrual and past due status.
24
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
September 30, 2024
Type of Collateral
Real EstateFarmlandBusiness AssetsTotalIndividually assessed allowance for credit loss
Commercial and industrial$— $— $21,061 $21,061 $9,722 
Construction22,060 1,653 — 23,713 907 
Residential real estate:
1-to-4 family mortgage1,562 — — 1,562 — 
Residential line of credit148 — — 148 — 
Commercial real estate:
Owner occupied— 6,415 — 6,415 — 
Non-owner occupied7,264 — — 7,264 — 
Total$31,034 $8,068 $21,061 $60,163 $10,629 
December 31, 2023
Type of Collateral
Real EstateFarmlandBusiness AssetsTotalIndividually assessed allowance for credit loss
Commercial and industrial$— $363 $20,599 $20,962 $4,946 
Construction8,224 — — 8,224 30 
Residential real estate:
1-to-4 family mortgage5,317 — — 5,317 129 
Residential line of credit1,245 — — 1,245 10 
Commercial real estate:
Owner occupied1,975 1,160 — 3,135 — 
Non-owner occupied3,316 — — 3,316 — 
Consumer and other112 — — 112 21 
Total$20,189 $1,523 $20,599 $42,311 $5,136 
Allowance for Credit Losses on Loans HFI
The Company performed evaluations within its established qualitative framework, assessing the impact of the current economic outlook, including: continued actions taken by the Federal Reserve with regard to monetary policy, interest rates and the potential impact of those actions, potential impact of inflation on economic growth, potential negative economic forecasts, and other considerations. The increase in the allowance for credit losses on loans HFI as of September 30, 2024 compared with December 31, 2023 is primarily the result of overall loan growth combined with an increased risk of potential deterioration in the CRE portfolio which was qualitatively adjusted to address risks not otherwise captured by the credit loss model. These adjustments factor in the possibility that the economy may be nearing a recession, reflected through deterioration in asset quality projected over life of the loan portfolio. As of September 30, 2024, all CRE asset classes are expected to be negatively impacted by slowing demand coupled with refinancing risk in the current rate environment.







25
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
The following tables provide the changes in the allowance for credit losses on loans HFI by class of financing receivable for the three and nine months ended September 30, 2024 and 2023:
 Commercial
and industrial 		Construction1-to-4
family
residential
mortgage 		Residential
line of credit 		Multi-family
residential
mortgage 		Commercial
real estate
owner
occupied 		Commercial
real estate
non-owner
occupied 		Consumer
and other 		Total
Three Months Ended September 30, 2024
Beginning balance -
June 30, 2024
$22,530 $34,170 $25,631 $10,097 $8,810 $11,312 $24,543 $17,962 $155,055 
Provision for (reversal of)
    credit losses on loans
    HFI		1,670 (3,612)341 662 834 243 98 1,620 1,856 
Recoveries of loans
previously charged-off
23 — 9 18 — 12 — 202 264 
Loans charged off(90)— (2)(53)— — — (770)(915)
Ending balance -
September 30, 2024
$24,133 $30,558 $25,979 $10,724 $9,644 $11,567 $24,641 $19,014 $156,260 
Nine Months Ended September 30, 2024
Beginning balance -
December 31, 2023
$19,599 $35,372 $26,505 $9,468 $8,842 $10,653 $22,965 $16,922 $150,326 
Provision for (reversal of)
    credit losses on loans
    HFI		4,636 (4,722)(306)1,311 802 674 1,676 3,577 7,648 
Recoveries of loans
previously charged-off
57 — 75 18 — 240 — 651 1,041 
Loans charged off(159)(92)(295)(73)— — — (2,136)(2,755)
Ending balance -
September 30, 2024
$24,133 $30,558 $25,979 $10,724 $9,644 $11,567 $24,641 $19,014 $156,260 
 Commercial
and industrial 		Construction1-to-4
family
residential
mortgage 		Residential
line of credit 		Multi-family
residential
mortgage 		Commercial
real estate
owner
occupied 		Commercial
real estate
non-owner
occupied 		Consumer
and other 		Total
Three Months Ended September 30, 2023
Beginning balance -
June 30, 2023
$11,311 $39,920 $27,407 $9,185 $6,828 $8,467 $22,877 $14,669 $140,664 
Provision for (reversal of)
    credit losses on loans
    HFI		6,293 (2,025)(1,724)(23)20 2,046 (130)1,574 6,031 
Recoveries of loans
previously charged-off
112 — 16 1 — 13 — 93 235 
Loans charged off(154)— (4)— — — — (638)(796)
Ending balance -
September 30, 2023
$17,562 $37,895 $25,695 $9,163 $6,848 $10,526 $22,747 $15,698 $146,134 
Nine Months Ended September 30, 2023 
Beginning balance -
December 31, 2022
$11,106 $39,808 $26,141 $7,494 $6,490 $7,783 $21,916 $13,454 $134,192 
Provision for (reversal of)
    credit losses on loans
    HFI		6,475 (1,923)(466)1,668 358 2,792 831 3,868 13,603 
Recoveries of loans
previously charged-off
192 10 56 1 — 95 — 440 794 
Loans charged off(211)— (36)— — (144)— (2,064)(2,455)
Ending balance -
   September 30, 2023		$17,562 $37,895 $25,695 $9,163 $6,848 $10,526 $22,747 $15,698 $146,134 
26
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
Note (4)—Other real estate owned
The amount reported as other real estate owned includes property acquired through foreclosure in addition to excess facilities held for sale and is carried at the lower of the carrying amount of the underlying loan or the fair value of the real estate less costs to sell. The following table summarizes the other real estate owned for the three and nine months ended September 30, 2024 and 2023: 
Three Months Ended September 30,Nine Months Ended September 30,
 2024202320242023
Balance at beginning of period$4,173 $1,974 $3,192 $5,794 
Transfers from loans— 64 2,400 657 
Transfers to other assets— (75)— (75)
Proceeds from sale of other real estate owned(412)(537)(1,846)(5,692)
Gain on sale of other real estate owned18 93 33 835 
Write-downs and partial liquidations— (15)— (15)
Balance at end of period$3,779 $1,504 $3,779 $1,504 
Included within the other real estate owned balance above, foreclosed residential real estate properties totaled $2,651 and $2,414 as of September 30, 2024 and December 31, 2023, respectively.
The recorded investment in residential mortgage loans secured by residential real estate properties for which foreclosure proceedings are in process totaled $6,203 and $3,377 as of September 30, 2024 and December 31, 2023, respectively.
Note (5)—Leases
As of September 30, 2024, the Company was the lessee in 46 operating leases and 1 finance lease of certain branch, mortgage and operations locations with original terms greater than one year.
Many leases include options to renew, with terms that can extend the lease up to an additional 20 years or more. Certain lease agreements contain provisions to periodically adjust rental payments for inflation. Renewal options that management is reasonably certain to renew and fixed rent escalations are included in the right-of-use asset and lease liability.
Information related to the Company’s leases is presented below as of September 30, 2024 and December 31, 2023:
September 30,December 31,
Classification20242023
Right-of-use assets:
Operating leasesOperating lease right-of-use assets$47,346$54,295
Finance leasesPremises and equipment, net1,1731,256
Total right-of-use assets$48,519$55,551
Lease liabilities:
Operating leasesOperating lease liabilities$59,584$67,643
Finance leasesBorrowings 1,2541,326
Total lease liabilities $60,838$68,969
Weighted average remaining lease term (in years) -
    operating		11.111.6
Weighted average remaining lease term (in years) -
    finance		10.611.4
Weighted average discount rate - operating3.41 %3.39 %
Weighted average discount rate - finance1.76 %1.76 %
27
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
The components of total lease expense included in the consolidated statements of income were as follows:
Three Months EndedNine Months Ended
September 30,September 30,
Classification2024 2023 2024 2023 
Operating lease costs:
Amortization of right-of-use assetOccupancy and equipment$1,362 $2,104 $5,048 $6,226 
Short-term lease costOccupancy and equipment96 133 282 397 
Variable lease costOccupancy and equipment321 238 1,024 862 
Gain on lease modifications and
    terminations
Occupancy and equipment— — — (73)
Finance lease costs:
Interest on lease liabilitiesInterest expense on borrowings6 6 17 18 
Amortization of right-of-use assetOccupancy and equipment28 28 83 83 
Sublease income Occupancy and equipment(96)(254)(407)(750)
Total lease cost$1,717 $2,255 $6,047 $6,763 
The Company does not separate lease and non-lease components and instead elects to account for them as a single lease component. Variable lease cost primarily represents variable payments such as common area maintenance, utilities, and property taxes.
A maturity analysis of operating and finance lease liabilities and a reconciliation of cash flows to lease liabilities as of September 30, 2024 is as follows:
OperatingFinance
Leases Lease
Lease payments due:
September 30, 2025$2,154 $30 
September 30, 20268,290 121 
September 30, 20278,016 123 
September 30, 20287,554 125 
September 30, 20296,579 127 
Thereafter40,285 850 
     Total undiscounted future minimum lease payments72,878 1,376 
Less: imputed interest(13,294)(122)
     Lease liabilities$59,584 $1,254 
28
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
Note (6)—Mortgage servicing rights
Changes in the Company’s mortgage servicing rights were as follows for the three and nine months ended September 30, 2024 and 2023:
Three Months Ended September 30,Nine Months Ended September 30,
 202420232024 2023 
Carrying value at beginning of period$164,505 $166,433 $164,249 $168,365 
Capitalization1,418 2,073 4,067 6,134 
Change in fair value:
    Due to payoffs/paydowns
(3,518)(3,306)(10,067)(9,095)
    Due to change in valuation inputs or assumptions(5,308)7,510 (1,152)7,306 
        Carrying value at end of period$157,097 $172,710 $157,097 $172,710 
The following table summarizes servicing income and expense, which are included in mortgage banking income and other noninterest expense, respectively, in the consolidated statements of income for the three and nine months ended September 30, 2024 and 2023: 
 Three Months Ended September 30,Nine Months Ended September 30,
 202420232024 2023 
   Servicing income$7,244 $7,363 $21,907 $22,717 
   Change in fair value of mortgage servicing rights(8,826)4,204 (11,219)(1,789)
   Change in fair value of derivative hedging instruments4,336 (7,928)(648)(9,564)
Servicing income
2,754 3,639 10,040 11,364 
Servicing expenses1,732 1,953 5,612 6,167 
          Net servicing income
$1,022 $1,686 $4,428 $5,197 
Data and key economic assumptions related to the Company’s mortgage servicing rights as of September 30, 2024 and December 31, 2023 are as follows: 
 September 30,December 31,
 20242023
Unpaid principal balance of mortgage loans sold and serviced for others$10,402,118 $10,762,906 
Weighted-average prepayment speed (CPR)6.81 %6.19 %
Estimated impact on fair value of a 10% increase$(4,563)$(4,616)
Estimated impact on fair value of a 20% increase$(8,819)$(8,924)
Discount rate9.48 %9.62 %
Estimated impact on fair value of a 100 bp increase$(7,286)$(7,637)
Estimated impact on fair value of a 200 bp increase$(13,960)$(14,624)
Weighted-average coupon interest rate3.57 %3.47 %
Weighted-average servicing fee (basis points)2727
Weighted-average remaining maturity (in months)336334
The Company economically hedges the mortgage servicing rights portfolio with various derivative instruments to offset changes in the fair value of the related mortgage servicing rights. See Note 9, “Derivatives” for additional information on these hedging instruments.
As of September 30, 2024 and December 31, 2023, mortgage escrow deposits totaled $126,854 and $63,591, respectively.
29
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
Note (7)—Income taxes
The following table presents a reconciliation of income taxes for the three and nine months ended September 30, 2024 and 2023:
 Three Months Ended September 30,Nine Months Ended September 30,
 2024 2023 2024 2023 
Federal taxes calculated at
    statutory rate		$2,392 21.0 %$4,862 21.0 %$20,275 21.0 %$24,018 21.0 %
 (Decrease) increase resulting
    from:
State taxes, net of federal
   benefit		(986)(8.7)%(469)(2.0)%(776)(0.8)%429 0.4 %
(Benefit) expense from equity based compensation(1)— %(11)— %75 0.1 %173 0.2 %
Municipal interest income,
  net of interest
  disallowance		(313)(2.7)%(448)(1.9)%(1,014)(1.1)%(1,355)(1.2)%
Bank-owned life insurance(81)(0.7)%(84)(0.4)%(692)(0.7)%(290)(0.3)%
Section 162(m) limitation43 0.4 %57 0.2 %247 0.3 %287 0.3 %
Other120 1.0 %68 0.3 %278 0.3 %245 0.2 %
Income tax expense, as
   reported		$1,174 10.3 %$3,975 17.2 %$18,393 19.1 %$23,507 20.6 %
Note (8)—Commitments and contingencies
Commitments to extend credit and letters of credit
The Company issues certain financial instruments to meet customer financing needs, including loan commitments, credit lines and letters of credit. The agreements associated with these type of unfunded loan commitments provide credit or support the credit of others, as long as conditions established in the contract are met, and usually have expiration dates.
The same credit and underwriting policies the Company uses to evaluate and underwrite loans are also used to originate unfunded loan commitments, including obtaining collateral at exercise of the commitment. These unfunded loan commitments are only recorded in the consolidated financial statements when drawn upon and many expire without being used. The Company’s maximum off-balance sheet exposure to credit loss from these unfunded loan commitments is represented by the contractual amount of these instruments.
September 30,December 31,
 2024 2023 
Commitments to extend credit, excluding interest rate lock commitments$2,713,360 $2,906,016 
Letters of credit82,284 77,055 
Balance at end of period$2,795,644 $2,983,071 
As of September 30, 2024 and December 31, 2023, unfunded loan commitments included above with floating interest rates totaled $2,551,217 and $2,459,669, respectively.
As part of the credit loss process, the Company estimates expected credit losses on its unfunded loan commitments under the CECL methodology. When applying this methodology, the Company considers the likelihood that funding will occur, the contractual period of exposure to credit loss, the risk of loss, historical loss experience, and current conditions along with expectations of future economic conditions.





30
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
The table below presents activity within the allowance for credit losses on unfunded loan commitments included in accrued expenses and other liabilities on the Company’s consolidated balance sheets:
Three Months Ended September 30,Nine Months Ended September 30,
2024 20232024 2023 
Balance at beginning of period$5,984 $14,810 $8,770 $22,969 
Provision for (reversal of) credit losses on unfunded
   commitments		58 (3,210)(2,728)(11,369)
Balance at end of period$6,042 $11,600 $6,042 $11,600 
Loan repurchases or indemnifications
In connection with the sale of mortgage loans to third-party private investors or government sponsored agencies, the Company makes representations and warranties as to the propriety of its origination activities, which are typical and customary to these types of transactions. Occasionally, investors require the Company to repurchase loans sold to them or otherwise indemnify the investor against certain losses under the terms of the warranties. When the Company is required to repurchase the loans, the loans are recorded at fair value in loans HFI. The total principal amount of loans repurchased (or indemnified for) was $1,382 and $4,893 for the three and nine months ended September 30, 2024, respectively and $1,631 and $6,328 for the three and nine months ended September 30, 2023, respectively.
The Company maintains a reserve associated with potential losses on loans previously sold included in accrued expenses and other liabilities on the Company's consolidated balance sheets. The following table summarizes this activity:
Three Months Ended September 30,Nine Months Ended September 30,
 2024 2023 2024 2023 
Balance at beginning of period$811 $1,129 $899 $1,621 
Provision for (reversal of) loan repurchases or
   indemnifications		75 (200)200 (650)
Losses on loans repurchased or indemnified(178)— (391)(42)
Balance at end of period$708 $929 $708 $929 
Legal Proceedings
Various legal claims arise from time to time in the normal course of business, which, in the opinion of management, will not have a material effect on the Company’s consolidated financial statements.
Note (9)—Derivatives
The Company utilizes derivative financial instruments as part of its ongoing efforts to manage its interest rate risk exposure as well as interest rate exposure for its customers. Derivative financial instruments are included in the consolidated balance sheets line items other assets or other liabilities at fair value in accordance with ASC 815, “Derivatives and Hedging.” See Note 1, “Basis of presentation” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 for additional information on the Company’s accounting policies related to derivative instruments and hedging activities.
Derivatives designated as fair value hedges
The Company enters into fair value hedging relationships using interest rates swaps to mitigate the Company’s exposure to losses in market value as interest rates change. Derivative instruments that are used as part of the Company’s interest rate risk management strategy include interest rate swaps that relate to pricing of specific balance sheet assets and liabilities. Interest rate swaps generally involve the exchange of fixed and variable rate interest payments between two parties, based on a common notional principal amount and maturity date. The critical terms of the interest rate swaps match the terms of the corresponding hedged items. All components of each derivative instrument’s gain or loss are included in the assessment of hedge effectiveness. Any initial and ongoing assessment of expected hedge effectiveness is based on regression analysis.
At December 31, 2023, the Company had interest rate swaps designated as fair value hedges to convert fixed rate money market deposits to variable with notional values totaling $200,000 and market values totaling $(4,497) recorded in other liabilities on the consolidated balance sheets. Additionally at December 31, 2023, the Company had an interest rate swap
31
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
designated as a fair value hedge on subordinated debt with a notional value of $100,000 and market value of $(673) recorded in other liabilities on the consolidated balance sheets. At September 30, 2024, the Company did not have any interest rate swaps that were designated as fair value hedges.
During the nine months ended September 30, 2024, the Company terminated interest rate swaps that were designated as fair value hedges on fixed rate money market deposits as well as a swap agreement designated as a fair value hedge covering subordinated debt that matured. For the terminated swaps, notional values totaled $200,000 and market values totaled $(4,588) at termination. The remaining fair value adjustment on the terminated hedging relationships was amortized into interest expense over the respective contract terms of the original hedges. At September 30, 2024, there was no remaining fair value adjustment on the terminated swaps. For the matured swap, the notional value totaled $100,000 prior to maturity. The swap involved the receipt of fixed rate amounts from a counterparty in exchange for the Company making variable rate payments over the life of the agreement.
The following discloses the amount of expense included in interest expense on deposits and borrowings, related to the Company's fair value hedging instruments:
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Designated fair value hedge:
     Interest expense on deposits$— $(1,927)$— $(5,204)
     Interest expense on borrowings— (977)(645)(2,631)
       Total$— $(2,904)$(645)$(7,835)

During the three and nine months ended September 30, 2024, amortization expense totaling $993 and $4,588, respectively, related to the terminated fair value hedges was recognized as an increase to interest expense on deposits. As of September 30, 2024, there is no remaining fair value adjustment related to the terminated fair value hedges included in money market and savings deposits on the consolidated balance sheets.
The following amounts were recorded on the balance sheet related to cumulative adjustments of fair value hedges as of December 31, 2023:
December 31, 2023
Line item on the balance sheetCarrying amount of the hedged itemCumulative decrease in fair value hedging adjustment included in the carrying amount of the hedged item
Money market and savings deposits$198,143 
(1)
$(4,497)
Borrowings98,715 
(2)
(673)
      Total$296,858 $(5,170)
(1) The carrying value also includes an unaccreted purchase accounting fair value premium of $2,640 as of December 31, 2023.
(2) The carrying value also includes unamortized subordinated debt issuance costs of $612 as of December 31, 2023.
Derivatives designated as cash flow hedges
The Company enters into cash flow hedging relationships using interest rate swaps to mitigate the exposure to the variability in future cash flows or other forecast transactions associated with its floating rate assets and liabilities. The Company uses interest rate swap agreements to hedge the repricing characteristics of its floating rate subordinated debt. All components of each derivative instrument’s gain or loss are included in the assessment of hedge effectiveness. Any initial and ongoing assessment of expected hedge effectiveness is based on regression analysis. The ongoing periodic measures of hedge ineffectiveness are based on the expected change in cash flows of the hedged item caused by changes in the benchmark interest rate.
At December 31, 2023, the Company had interest rate swaps designated as cash flow hedges on subordinated debt with notional values totaling $30,000 and market values totaling $579 recorded in other assets on the consolidated balance sheets. At September 30, 2024, the Company did not have any interest rate swaps that were designated as cash flow hedges.
32
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
During the nine months ended September 30, 2024, the interest rate swaps that were designated as cash flow hedges covering subordinated debt with notional amounts of $30,000 matured.
The Company’s consolidated statements of income included a loss of $5 and a gain of $517 for the three and nine months ended September 30, 2024, respectively, and gains of $267 and $696 for three and nine months ended September 30, 2023, respectively, in interest expense on borrowings related to these cash flow hedges. The cash flow hedges were highly effective during the periods presented and as a result qualified for hedge accounting treatment. As such, no amounts were reclassified from accumulated other comprehensive loss into earnings as a result of hedge ineffectiveness during any period presented.
The following discloses the amount included in other comprehensive income (loss), net of tax, for derivative instruments designated as cash flow hedges for the periods presented:
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Amount of loss recognized in other comprehensive
 income (loss), net of tax benefit of $21, $35, $151 and $99
$(59)$(101)$(428)$(281)
Derivatives not designated as hedging instruments
Derivatives not designated under hedge accounting rules include those that are entered into as either economic hedges as part of the Company’s overall risk management strategy or to facilitate client needs. Economic hedges are those that are not designated as a fair value or cash flow hedge for accounting purposes but are necessary to economically manage the risk exposure associated with the assets and liabilities of the Company.
The Company enters into derivative instruments to help its commercial customers manage their exposure to interest rate fluctuations. To mitigate the interest rate risk associated with customer contracts, the Company enters into an offsetting derivative contract. The Company manages its credit risk, or potential risk of default by its commercial customers through credit limit approval and monitoring procedures.
The Company enters into interest rate-lock commitments on residential loan commitments that will be held for resale. These are considered derivative instruments with no hedge accounting designation, and the interest rate exposure on these commitments is economically hedged primarily with forward contracts. Gains and losses arising from changes in the valuation of the interest rate-lock commitments are recognized currently in earnings and are reflected under the line-item mortgage banking income in the consolidated statements of income.
The Company also enters into forwards, futures and option contracts to economically hedge the change in fair value of mortgage servicing rights. Gains and losses associated with these instruments are included in earnings and are reflected under the line-item mortgage banking income in the consolidated statements of income.
33
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
The following tables provide details on the Company’s non-designated derivative financial instruments as of the dates presented:
September 30, 2024
Notional AmountAssetLiability
  Interest rate contracts$542,155 $24,725 $24,763 
  Forward commitments240,000 — 393 
  Interest rate-lock commitments105,714 1,398 — 
  Futures contracts263,500 — 1,334 
    Total$1,151,369 $26,123 $26,490 
 December 31, 2023
 Notional AmountAssetLiability
  Interest rate contracts$569,865 $32,179 $32,184 
  Forward commitments159,000 — 861 
  Interest rate-lock commitments69,217 1,203 — 
  Futures contracts254,000 777 — 
    Total$1,052,082 $34,159 $33,045 
Gains (losses) included in the consolidated statements of income related to the Company’s non-designated derivative financial instruments were as follows:
Three Months Ended September 30,Nine Months Ended September 30,
 2024 2023 2024 2023 
Included in mortgage banking income:
  Interest rate lock commitments$18 $(537)$194 $(358)
  Forward commitments(1,549)1,418 (1,115)2,154 
  Futures contracts3,612 (7,009)(787)(7,593)
  Option contracts— — — (1,125)
    Total$2,081 $(6,128)$(1,708)$(6,922)
Netting of Derivative Instruments
Certain financial instruments, including derivatives, may be eligible for offset on the consolidated balance sheets when the “right of offset” exists or when the instruments are subject to an enforceable master netting agreement, which includes the right of the non-defaulting party or non-affected party to offset recognized amounts, including collateral posted with the counterparty, to determine a net receivable or net payable upon early termination of the agreement. Certain of the Company’s derivative instruments are subject to master netting agreements, however the Company has not elected to offset such financial instruments on the consolidated balance sheets. The following table presents the Company’s gross derivative positions as recognized on the consolidated balance sheets as well as the net derivative positions, including collateral pledged to the extent the application of such collateral did not reduce the net derivative liability position below zero, had the Company elected to offset those instruments subject to an enforceable master netting agreement:
34
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
Gross amounts not offset on the consolidated balance sheets
Gross amounts recognizedGross amounts offset on the consolidated balance sheetsNet amounts presented on the consolidated balance sheetsFinancial instrumentsFinancial collateral pledgedNet Amount
September 30, 2024
Derivative financial assets$21,372 $— $21,372 $3,452 $— $17,920 
Derivative financial liabilities$9,721 $— $9,721 $3,452 $6,269 $— 
December 31, 2023
Derivative financial assets$31,468 $— $31,468 $6,502 $— $24,966 
Derivative financial liabilities$11,330 $— $11,330 $6,502 $4,828 $— 
Collateral Requirements
Most derivative contracts with customers are secured by collateral. Additionally, in accordance with the interest rate agreements with derivative counterparties, the Company may be required to post collateral with these derivative counterparties. As of September 30, 2024 and December 31, 2023, the Company had collateral posted of $21,791 and $14,042, respectively, against its obligations under these agreements. Cash pledged as collateral on derivative contracts is recorded in other assets on the consolidated balance sheets.
Note (10)—Fair value of financial instruments
FASB ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820-10 also establishes a framework for measuring the fair value of assets and liabilities according to a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The hierarchy maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that are derived from assumptions based on management’s estimate of assumptions that market participants would use in pricing the asset or liability based on the best information available under the circumstances.
The hierarchy is broken down into the following three levels, based on the reliability of inputs:
Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date.
Level 2: Significant other observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data.
Level 3: Significant unobservable inputs for assets or liabilities that are derived from assumptions based on management’s estimate of assumptions that market participants would use in pricing the assets or liabilities.
35
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
The Company records the fair values of financial assets and liabilities on a recurring and nonrecurring basis using the following methods and assumptions:
Investment securities
Investment securities are recorded at fair value on a recurring basis. Fair values for securities are based on quoted market prices, where available. If quoted prices are not available, fair values are based on quoted market prices of similar instruments or are determined by matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the pricing relationship or correlation among other benchmark quoted securities. Investment securities valued using quoted market prices of similar instruments or that are valued using matrix pricing are classified as Level 2.
Loans held for sale
Mortgage loans held for sale are carried at fair value determined using current secondary market prices for loans with similar characteristics, that is, using Level 2 inputs.
Derivatives
The fair value of the Company's interest rate swap agreements to facilitate customer transactions are based upon fair values provided from entities that engage in interest rate swap activity and is based upon projected future cash flows and interest rates. The fair value of interest rate lock commitments associated with the mortgage pipeline is based on fees currently charged to enter into similar agreements, and for fixed-rate commitments, the difference between current levels of interest rates and the committed rates is also considered. The fair values of the Company's designated cash flow and fair value hedges are determined by calculating the difference between the discounted fixed rate cash flows and the discounted variable rate cash flows. The fair values of both the Company's hedges, including designated cash flow hedges and designated fair value hedges are based on pricing models that utilize observable market inputs. These financial instruments are classified as Level 2.
OREO
OREO is comprised of properties obtained in partial or total satisfaction of loan obligations and excess land and facilities held for sale. OREO acquired in settlement of indebtedness is recorded at the lower of the carrying amount of the loan or the fair value of the real estate less costs to sell. Fair value is determined on a nonrecurring basis based on appraisals by qualified licensed appraisers and is adjusted for management’s estimates of costs to sell and holding period discounts. OREO valuations are classified as Level 3.
Mortgage servicing rights
MSRs are carried at fair value. Fair value is determined using an income approach with various assumptions including expected cash flows, market discount rates, prepayment speeds, servicing costs, and other factors. As such, MSRs are considered Level 3.
Collateral- dependent loans
Collateral-dependent loans are loans for which, based on current information and events, the Company has determined foreclosure of the collateral is probable, or where the borrower is experiencing financial difficulty and the Company expects repayment of the loan to be provided substantially through the operation or sale of the collateral and it is probable that the creditor will be unable to collect all amounts due according to the contractual terms of the loan agreement. Collateral-dependent loans are classified as Level 3.



36
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
The balances and levels of the assets and liabilities measured at fair value on a recurring basis as of September 30, 2024 and December 31, 2023 are presented in the following tables:
At September 30, 2024Quoted prices
in active
markets for
identical assets
(liabilities)
(level 1)		Significant
other
observable
inputs
(level 2) 		Significant unobservable
inputs
(level 3) 		Total
Recurring valuations:    
Financial assets:     
AFS debt securities:    
U.S. government agency securities$— $516,833 $— $516,833 
Mortgage-backed securities - residential— 879,589 — 879,589 
Mortgage-backed securities - commercial— 16,289 — 16,289 
Municipal securities— 154,229 — 154,229 
Corporate securities— 982 — 982 
Total securities$— $1,567,922 $— $1,567,922 
Loans held for sale, at fair value$— $72,608 $— $72,608 
Mortgage servicing rights— — 157,097 157,097 
Derivatives— 26,123 — 26,123 
Financial Liabilities:
Derivatives— 26,490 — 26,490 
At December 31, 2023Quoted prices
in active
markets for
identical assets
(liabilities)
(level 1)		Significant
other
observable
inputs
(level 2) 		Significant unobservable
inputs
(level 3) 		Total
Recurring valuations:    
Financial assets:     
AFS debt securities:    
U.S. government agency securities$— $203,956 $— $203,956 
Mortgage-backed securities - residential— 896,971 — 896,971 
Mortgage-backed securities - commercial— 16,961 — 16,961 
Municipal securities — 242,263 — 242,263 
U.S. Treasury securities— 108,496 — 108,496 
Corporate securities— 3,326 — 3,326 
Total securities$— $1,471,973 $— $1,471,973 
Loans held for sale, at fair value$— $46,618 $— $46,618 
Mortgage servicing rights— — 164,249 164,249 
Derivatives— 34,738 — 34,738 
Financial Liabilities:
Derivatives— 38,215 — 38,215 











37
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
The balances and levels of the assets measured at fair value on a nonrecurring basis as of September 30, 2024 and December 31, 2023 are presented in the following tables: 
At September 30, 2024Quoted prices
in active
markets for
identical assets
(liabilities
(level 1)		Significant
other
observable
inputs
(level 2) 		Significant unobservable
inputs
(level 3) 		Total
Nonrecurring valuations:    
Financial assets:    
Other real estate owned$— $— $2,243 $2,243 
Collateral-dependent net loans held for
   investment:
Commercial and industrial— — 2,350 2,350 
Construction— — 6,958 6,958 
Total collateral-dependent loans$— $— $9,308 $9,308 
 
At December 31, 2023Quoted prices
in active
markets for
identical assets
(liabilities)
(level 1)		Significant
other
observable
inputs
(level 2)		Significant unobservable
inputs
(level 3)		Total
Nonrecurring valuations:    
Financial assets:    
Other real estate owned$— $— $2,400 $2,400 
Collateral-dependent net loans held for
    investment:
Commercial and industrial$— $— $12,338 $12,338 
Construction— — 203 203 
Residential real estate:
1-4 family mortgage— — 429 429 
Consumer and other— — 71 71 
Total collateral-dependent loans$— $— $13,041 $13,041 














38
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
Historically, the Company had a portfolio of acquired commercial loans. There were no such loans outstanding as of September 30, 2024 as the last relationship was exited during the year ended December 31, 2023. These commercial loans were measured at fair value. As such, these loans were excluded from the ACL.
The following table sets forth the changes in fair value associated with this portfolio for the three and nine months ended September 30, 2023:
Three Months Ended September 30, 2023
Principal balanceFair Value discountFair Value
Carrying value at beginning of period$12,232 $(2,965)$9,267 
Change in fair value:
  Changes in valuation included in other noninterest income— (7)(7)
    Carrying value at end of period$12,232 $(2,972)$9,260 
Nine Months Ended September 30, 2023
Principal balanceFair Value discountFair Value
Carrying value at beginning of period$34,357 $(3,867)$30,490 
Change in fair value:
   Paydowns and payoffs(22,125)— (22,125)
   Changes in valuation included in other noninterest income— 895 895 
      Carrying value at end of period$12,232 $(2,972)$9,260 
The significant unobservable inputs (Level 3) used in the valuation and changes in fair value associated with the Company’s mortgage servicing rights for the three and nine months ended September 30, 2024 and 2023 are detailed at Note 6, “Mortgage servicing rights.”
The following tables present information as of September 30, 2024 and December 31, 2023 about significant unobservable inputs (Level 3) used in the valuation of assets measured at fair value on a nonrecurring basis:
September 30, 2024
Financial instrumentFair ValueValuation techniqueSignificant 
unobservable inputs		Range of
inputs
Collateral-dependent net loans
   held for investment		$9,308 Valuation of collateralDiscount for comparable sales
10%-70%
Other real estate owned$2,243 Appraised value of property less costs to sellDiscount for costs to sell
0%-15%
December 31, 2023
Financial instrumentFair ValueValuation techniqueSignificant 
unobservable inputs		Range of
inputs
Collateral-dependent net loans
    held for investment		$13,041 Valuation of collateralDiscount for comparable sales
10%-61%
Other real estate owned$2,400 Appraised value of property less costs to sellDiscount for costs to sell
0%-15%
Fair value for collateral-dependent loans is determined based on the estimated value of the collateral securing the loans, less estimated selling costs and closing costs related to liquidation of the collateral. For loans secured by real estate, the fair value is determined based on appraisals performed by qualified appraisers and reviewed by qualified personnel. For non-real estate collateral, fair value is determined based on various sources, including third party asset valuation and internally determined values based on cost adjusted or other judgmentally determined factors. Collateral-dependent loans are reviewed and evaluated on at least a quarterly basis for additional impairment and adjusted accordingly, based on changes in market conditions from the time of valuation and management’s knowledge of the borrower and borrower’s business. As of September 30, 2024 and December 31, 2023, total amortized cost of collateral-dependent loans measured on a nonrecurring basis amounted to $19,938 and $18,166, respectively. The allowance for credit losses is calculated as the amount for which the loan’s amortized cost basis exceeds fair value.
Other real estate owned acquired in settlement of indebtedness is recorded at fair value of the real estate less estimated costs to sell. Subsequently, it may be necessary to record nonrecurring fair value adjustments for declines in fair value. Any write-downs based on the asset’s fair value at the date of foreclosure are charged to the allowance for credit losses.
39
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
Appraisals for both collateral-dependent loans and other real estate owned are performed by certified appraisers whose qualifications and licenses have been reviewed and verified by the Company. Once received, a member of the lending administrative department reviews the assumptions and approaches utilized in the appraisal as well as the overall resulting fair value in comparison with independent data sources such as recent market data or industry wide statistics. Collateral-dependent loans that are dependent on recovery through sale of equipment, such as farm equipment, automobiles and aircrafts are generally valued based on public source pricing or subscription services while more complex assets are valued through leveraging brokers who have expertise in the collateral involved.
Fair value option
The following table summarizes the Company’s loans held for sale as of the dates presented:
September 30,December 31,
20242023
Loans held for sale under a fair value option:
  Mortgage loans held for sale72,608 46,618 
Loans held for sale not accounted for under a fair value option:
  Mortgage loans held for sale - guaranteed GNMA repurchase option30,537 21,229 
               Total loans held for sale$103,145 $67,847 
Mortgage loans held for sale
Net (losses) gains of $(241) and $315 resulting from fair value changes of mortgage loans were recorded in income during the three and nine months ended September 30, 2024, respectively, compared to net losses of $376 and $556 during the three and nine months ended September 30, 2023, respectively. The amount does not reflect changes in fair values of related derivative instruments used to hedge exposure to market-related risks associated with these mortgage loans held for sale. The net change in fair value of these loans held for sale and derivatives resulted in a net loss of $480 and a net gain of $1,337 for the three and nine months ended September 30, 2024, respectively, compared to net losses of $582 and $129 during the three and nine months ended September 30, 2023, respectively. The change in fair value of both mortgage loans held for sale and the related derivative instruments are recorded in mortgage banking income in the consolidated statements of income. Election of the fair value option allows the Company to reduce the accounting volatility that would otherwise result from the asymmetry created by accounting for the financial instruments at the lower of cost or fair value and the derivatives at fair value.
The Company’s valuation of mortgage loans held for sale incorporates an assumption for credit risk; however, given the short-term period that the Company holds these mortgage loans held for sale, valuation adjustments attributable to instrument-specific credit risk is nominal.
The following table summarizes the differences between the fair value and the principal balance for mortgage loans held for sale measured at fair value as of September 30, 2024 and December 31, 2023: 
September 30,December 31,
20242023
Aggregate fair value$72,608 $46,618 
Aggregate unpaid principal balance71,184 45,509 
     Difference$1,424 $1,109 








40
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
The following table contains the estimated fair values and the related carrying values of the Company’s financial instruments. Non-financial instruments are excluded from the table below.
 
 Fair Value
September 30, 2024Carrying amount Level 1Level 2Level 3Total
Financial assets:     
Cash and cash equivalents$951,750 $951,750 $— $— $951,750 
Investment securities1,567,922 — 1,567,922 — 1,567,922 
Net loans held for investment9,321,869 — — 9,053,392 9,053,392 
Loans held for sale, at fair value72,608 — 72,608 — 72,608 
Interest receivable52,228 1,304 7,421 43,503 52,228 
Mortgage servicing rights157,097 — — 157,097 157,097 
Derivatives26,123 — 26,123 — 26,123 
Financial liabilities: 
Deposits: 
Without stated maturities$9,078,893 $9,078,893 $— $— $9,078,893 
With stated maturities1,897,318 — 1,899,602 — 1,899,602 
Securities sold under agreements to
repurchase and federal funds purchased
19,708 19,708 — — 19,708 
Subordinated debt, net130,608 — — 125,625 125,625 
Interest payable20,581 4,052 16,154 375 20,581 
Derivatives26,490 — 26,490 — 26,490 
 
 Fair Value
December 31, 2023Carrying amount Level 1Level 2Level 3Total
Financial assets:     
Cash and cash equivalents$810,932 $810,932 $— $— $810,932 
Investment securities1,471,973 — 1,471,973 — 1,471,973 
Net loans held for investment9,258,457 — — 9,068,518 9,068,518 
Loans held for sale, at fair value46,618 — 46,618 — 46,618 
Interest receivable52,715 388 8,551 43,776 52,715 
Mortgage servicing rights164,249 — — 164,249 164,249 
Derivatives34,738 — 34,738 — 34,738 
Financial liabilities: 
Deposits: 
Without stated maturities$8,927,654 $8,927,654 $— $— $8,927,654 
With stated maturities1,620,633 — 1,614,400 — 1,614,400 
Securities sold under agreements to
repurchase and federal funds purchased
108,764 108,764 — — 108,764 
Bank Term Funding Program130,000 — 130,000 — 130,000 
Subordinated debt, net129,645 — — 122,671 122,671 
Interest payable18,809 4,104 13,205 1,500 18,809 
Derivatives38,215 — 38,215 — 38,215 
Note (11)—Segment reporting
The Company and the Bank are engaged in the business of banking and provide a full range of financial services. The Company determines reportable segments based on the significance of the segment’s operating results to the overall Company, the products and services offered, customer characteristics, processes and service delivery of the segments and the regular financial performance review and allocation of resources by the Chief Executive Officer, the Company’s chief operating decision maker. The Company has identified two distinct reportable segments—Banking and Mortgage. The Company’s primary segment is Banking, which provides a full range of deposit and lending products and services to corporate, commercial and consumer customers. The Company also originates conforming residential mortgage loans through its Mortgage segment, whose activities also include the servicing of residential mortgage loans and securitization of loans to third party private investors or government sponsored agencies.
41
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
Beginning in 2024, the Company began assigning a transfer rate to allocate net interest income to products and business segments. The intent of the transfer rate methodology is to transfer interest rate risk among the segments and allow management to better measure the net interest margin contribution of its assets/liabilities by segment. Changes in management structure or allocation methodologies and procedures result in changes in reported segment financial data. Prior period results have been adjusted to conform to the current methodology.
The following tables present selected financial information with respect to the Company’s reportable segments for the three and nine months ended September 30, 2024 and 2023.
Three Months Ended September 30, 2024BankingMortgageConsolidated
Net interest income$104,335 $1,682 $106,017 
Provisions for credit losses 1,861 53 1,914 
Mortgage banking income— 16,043 16,043 
Change in fair value of mortgage servicing rights, net of hedging(1)
— (4,490)(4,490)
Other noninterest (loss) income(28,370)320 (28,050)
Depreciation and amortization3,141 114 3,255 
Amortization of intangibles719 — 719 
Other noninterest mortgage banking expense— — — 
Other noninterest expense59,425 12,813 72,238 
Income before income taxes$10,819 $575 $11,394 
Income tax expense1,174 
Net income applicable to FB Financial Corporation and noncontrolling
interest
10,220 
Net income applicable to noncontrolling interest— 
Net income applicable to FB Financial Corporation$10,220 
Total assets$12,337,135 $583,087 $12,920,222 
Goodwill242,561 — 242,561 
(1) Change in fair value of mortgage servicing rights, net of hedging is included in Mortgage banking income in the Company's consolidated statements of income.


Three Months Ended September 30, 2023BankingMortgageConsolidated
Net interest income$99,359 $1,567 $100,926 
Provisions for (reversals of) credit losses 3,253 (432)2,821 
Mortgage banking income— 15,722 15,722 
Change in fair value of mortgage servicing rights, net of hedging(1)
— (3,724)(3,724)
Other noninterest (loss) income(4,031)75 (3,956)
Depreciation and amortization2,514 167 2,681 
Amortization of intangibles889 — 889 
Other noninterest mortgage banking expense— — — 
Other noninterest expense65,309 14,118 79,427 
Income (loss) before income taxes$23,363 $(213)$23,150 
Income tax expense3,975 
Net income applicable to FB Financial Corporation and noncontrolling
interest
19,175 
Net income applicable to noncontrolling interest— 
Net income applicable to FB Financial Corporation$19,175 
Total assets$11,904,608 $585,023 $12,489,631 
Goodwill242,561 — 242,561 
(1) Change in fair value of mortgage servicing rights, net of hedging is included in Mortgage banking income in the Company's consolidated statements of income.


42
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
Nine Months Ended September 30, 2024
Banking(2)
MortgageConsolidated
Net interest income$303,990 $4,132 $308,122 
Provisions for (reversals of) credit losses 5,131 (211)4,920 
Mortgage banking income— 47,915 47,915 
Change in fair value of mortgage servicing rights, net of hedging(1)
— (11,867)(11,867)
Other noninterest (loss) income(19,687)712 (18,975)
Depreciation and amortization8,594 363 8,957 
Amortization of intangibles2,260 — 2,260 
Other noninterest expense175,104 37,404 212,508 
Income before income taxes$93,214 $3,336 $96,550 
Income tax expense18,393 
Net income applicable to FB Financial Corporation and noncontrolling
interest
78,157 
Net income applicable to noncontrolling interest(2)
8 
Net income applicable to FB Financial Corporation$78,149 
Total assets$12,337,135 $583,087 $12,920,222 
Goodwill242,561 — 242,561 
(1) Change in fair value of mortgage servicing rights, net of hedging is included in Mortgage banking income in the Company's consolidated statements of income.
(2) Banking segment includes noncontrolling interest.




Nine Months Ended September 30, 2023
Banking(2)
MortgageConsolidated
Net interest income$301,438 $4,691 $306,129 
Provisions for (reversals of) credit losses 2,316 (82)2,234 
Mortgage banking income— 47,669 47,669 
Change in fair value of mortgage servicing rights, net of hedging(1)
— (11,353)(11,353)
Other noninterest income (loss)18,942 (54)18,888 
Depreciation and amortization6,783 578 7,361 
Amortization of intangibles2,819 — 2,819 
Other noninterest expense192,070 42,479 234,549 
Income (loss) before income taxes$116,392 $(2,022)$114,370 
Income tax expense23,507 
Net income applicable to FB Financial Corporation and noncontrolling
interest
90,863 
Net income applicable to noncontrolling interest(2)
8 
Net income applicable to FB Financial Corporation$90,855 
Total assets$11,904,608 $585,023 $12,489,631 
Goodwill242,561 — 242,561 
(1) Change in fair value of mortgage servicing rights, net of hedging is included in Mortgage banking income in the Company's consolidated statements of income.
(2) Banking segment includes noncontrolling interest.
Note (12)—Minimum capital requirements
Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations involve quantitative measures of assets, liabilities, and certain off-balance sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet capital requirements can initiate regulatory action.
Under regulatory guidance for non-advanced approach institutions, the Bank and Company are required to maintain minimum capital ratios as outlined in the table below. Minimum risk-based capital adequacy ratios below include a capital conservation buffer of 2.50%. As of September 30, 2024 and December 31, 2023, the Bank and Company met all capital adequacy requirements to which they are subject. Additionally, under U.S. Basel III Capital Rules, the Bank and Company opted out of including accumulated other comprehensive income in regulatory capital.
The Company elected to phase-in the impact related to adopting ASU 2016-13 over the permissible five-year transition relief period and delayed the initial impact of CECL adoption plus 25% of the quarterly increases in ACL in the first two
43
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
years after adoption. Beginning in 2022, the cumulative amount of the transition adjustments became fixed and were phased out in annual increments over a three-year period. 2024 represents the final year of this CECL adoption phase out, with 25% of the initial impact of CECL adoption being adjusted out of regulatory capital calculations.
Actual and required capital amounts and ratios are included below as of the dates indicated.

September 30, 2024
ActualMinimum Requirement for Capital Adequacy with
Capital Buffer		To Qualify as Well-Capitalized Under Prompt Corrective Action Provisions
AmountRatioAmountRatioAmountRatio
Total Capital (to risk-weighted assets)      
FB Financial Corporation$1,686,651 15.1 %$1,170,701 10.5 %N/AN/A
FirstBank1,651,199 14.9 %1,167,269 10.5 %$1,111,684 10.0 %
Tier 1 Capital (to risk-weighted assets)
FB Financial Corporation$1,447,410 13.0 %$947,711 8.5 %N/AN/A
FirstBank1,412,362 12.7 %944,932 8.5 %$889,347 8.0 %
Common Equity Tier 1 Capital
   (to risk-weighted assets)
FB Financial Corporation$1,417,410 12.7 %$780,468 7.0 %N/AN/A
FirstBank1,412,362 12.7 %778,179 7.0 %$722,595 6.5 %
Tier 1 Capital (to average assets)
FB Financial Corporation$1,447,410 11.5 %$505,439 4.0 %N/AN/A
FirstBank1,412,362 11.2 %504,643 4.0 %$630,804 5.0 %
December 31, 2023ActualMinimum Requirement for Capital Adequacy with
Capital Buffer		To Qualify as Well-Capitalized Under Prompt Corrective Action Provisions
AmountRatioAmountRatioAmountRatio
Total Capital (to risk-weighted assets)      
FB Financial Corporation$1,635,848 14.5 %$1,182,028 10.5 %N/AN/A
FirstBank1,600,950 14.2 %1,179,886 10.5 %$1,123,701 10.0 %
Tier 1 Capital (to risk-weighted assets)
FB Financial Corporation$1,405,890 12.5 %$956,880 8.5 %N/AN/A
FirstBank1,370,991 12.2 %955,145 8.5 %$898,960 8.0 %
Common Equity Tier 1 Capital
(to risk-weighted assets)
FB Financial Corporation$1,375,890 12.2 %$788,018 7.0 %N/AN/A
FirstBank1,370,991 12.2 %786,590 7.0 %$730,405 6.5 %
Tier 1 Capital (to average assets)
FB Financial Corporation$1,405,890 11.3 %$496,485 4.0 %N/AN/A
FirstBank1,370,991 11.1 %495,761 4.0 %$619,701 5.0 %
44
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
Note (13)—Stock-based compensation
Restricted Stock Units
The Company grants RSUs under compensation arrangements for the benefit of certain employees and directors. RSU grants are subject to time-based vesting with associated compensation recognized on a straight-line basis based on the grant date fair value of the awards. The total number of RSUs granted represents the number of awards eligible to vest based upon the service conditions set forth in the grant agreements.
The following table summarizes changes in RSUs for the nine months ended September 30, 2024:
 Restricted Stock
Units
Outstanding		Weighted
Average Grant
Date
Fair Value
Balance at beginning of period (unvested)323,520 $37.52 
Granted178,570 35.87 
Vested(144,860)37.94 
Forfeited(8,279)37.55 
Balance at end of period (unvested)348,951 $36.51 
The total fair value of RSUs vested and released was $207 and $5,496 for the three and nine months ended September 30, 2024, respectively, and $1,208 and $7,601 for the three and nine months ended September 30, 2023, respectively.
The compensation cost related to these grants and vesting of RSUs was $1,744 and $5,741 for the three and nine months ended September 30, 2024, respectively, and $1,965 and $5,859 for the three and nine months ended September 30, 2023, respectively. This includes amounts paid related to director grants and compensation elected to be settled in stock amounting to $237 and $584 during the three and nine months ended September 30, 2024, respectively, and $179 and $626 for the three and nine months ended September 30, 2023, respectively.
As of September 30, 2024, there was $8,225 of total unrecognized compensation cost related to unvested RSUs which is expected to be recognized over a weighted-average period of 1.81 years. Additionally, as of September 30, 2024, there were 1,356,587 shares available for issuance under the Company’s stock compensation plans. As of September 30, 2024 and December 31, 2023, there was $291 and $268, respectively, accrued in other liabilities related to dividend equivalent units declared to be paid upon vesting and distribution of the underlying RSUs.
Performance-Based Restricted Stock Units
The Company awards PSUs to certain employees. Under the terms of the awards, the number of units that will vest and convert to shares of common stock will be based on the Company’s achievement of certain performance metrics over a fixed three-year performance period. The number of shares issued upon vesting can range from 0% to 200% of the PSUs granted.
For PSUs granted prior to December 31, 2023, performance factors will be based on the Company’s achievement of core return on average tangible common equity over the performance period relative to a predefined peer group.     
For PSUs granted after December 31, 2023, performance factors will be based on a combination of the same metric discussed above as well as the Company’s adjusted tangible book value over the performance period.
Compensation expense for PSUs is estimated each period based on the fair value of the Company’s stock at the grant date and the most probable outcome of the performance condition, adjusted for the passage of time within the performance period of the awards.





45
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
The following table summarizes information about the changes in PSUs as of and for the nine months ended September 30, 2024:
Performance Stock
Units
Outstanding(1)
Weighted
Average Grant
Date
Fair Value
Balance at beginning of period (unvested)176,163 $40.86 
Granted100,267 35.60 
Performance adjustment (2)
(9,778)42.71 
Vested(40,071)42.71 
Forfeited or expired(3,188)38.07 
Balance at end of period (unvested)223,393 $38.06 
(1) PSUs are presented as outstanding, granted and forfeited in the table above assuming targets are met and the awards pay out at 100%.
(2) The performance adjustment represents the difference in shares ultimately awarded due to performance attainment above or below target.
The following table summarizes data related to the Company’s outstanding PSUs as of September 30, 2024:
Grant YearGrant PricePerformance PeriodPSUs Outstanding
2022$44.44 2022 to 202448,710
2023$37.17 2023 to 202575,893
2024$35.60 2024 to 202698,790
The Company recorded compensation cost of $607 and $1,520 for the for the three and nine months ended September 30, 2024, respectively, and $819 and $2,458 for the three and nine months ended September 30, 2023, respectively. As of September 30, 2024, maximum unrecognized compensation cost at 200% payout related to the unvested PSUs was $13,395, and the weighted average remaining performance period over which the cost could be recognized was 1.95 years. As of September 30, 2024 and December 31, 2023, there was $179 and $85, respectively, accrued in other liabilities related to dividend equivalent units declared to be paid upon vesting and distribution of the underlying PSUs.
Employee Stock Purchase Plan
The Company maintains an employee stock purchase plan under which employees, through payroll deductions, are able to purchase shares of Company common stock. The employee purchase price is 95% of the lower of the market price on the first or last day of the offering period. The maximum number of shares issuable during any offering period is 200,000 shares, limited to 725 shares for each participating employee. There were 11,256 and 12,306 shares of common stock issued under the ESPP with proceeds from employee payroll withholdings of $473 and $381, during the three months ended September 30, 2024 and 2023, respectively. There were 21,862 and 20,520 shares of common stock issued under the ESPP with proceeds from employee payroll withholdings of $861 and $686, during the nine months ended September 30, 2024 and 2023, respectively. As of September 30, 2024, there were 2,272,364 shares available for issuance under the ESPP.
Note (14)—Related party transactions
Loans
The Bank has made and expects to continue to make loans to management, executive officers, the directors and significant shareholders of the Company and their related interests in the ordinary course of business, in compliance with regulatory requirements.
An analysis of loans to management, executive officers, the directors and significant shareholders of the Bank and their related interests is presented below:
Loans outstanding at January 1, 2024$49,073 
New loans and advances1,681 
Change in related party status— 
Repayments(22,002)
Loans outstanding at September 30, 2024$28,752 
46
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
Unfunded commitments to management, executive officers, the directors, and significant shareholders and their related interests totaled $30,044 and $44,206 at September 30, 2024 and December 31, 2023, respectively.
Deposits
The Bank held deposits from related parties totaling $184,108 and $316,141 as of September 30, 2024 and December 31, 2023, respectively.
Leases
The Bank leases various office spaces from entities owned by certain directors of the Company under varying terms. Lease expense for these properties totaled $100 and $311 for the three and nine months ended September 30, 2024, respectively, and $102 and $295 for the three and nine months ended September 30, 2023, respectively.
Aviation lease
Through a wholly-owned subsidiary, FBK Aviation, LLC, the Company owns and maintains an aircraft. FBK Aviation, LLC maintains non-exclusive aircraft leases with entities owned by certain directors. The Company recognized income of $3 and $46 during the three and nine months ended September 30, 2024, respectively, and $15 and $26 during the three and nine months ended September 30, 2023, respectively, under these agreements.
Equity investment in preferred stock and master loan purchase agreement
The Company holds equity securities of a privately held entity which originates manufactured housing loans through utilization of its proprietary developed technology. This investment was accounted for as an equity method investment as of September 30, 2024 and as an equity security without readily determinable market value as of December 31, 2023. In the third quarter of 2024, the Company acquired additional equity securities in the privately held entity and determined that the Company can exercise significant influence over the entity. In connection with this investment, two Company employees serve on the entity's board of directors. This investment is included in other assets on the consolidated balance sheets with a carrying amount of $20,000 and $10,000 as of September 30, 2024 and December 31, 2023, respectively. No gains or losses have been recognized to date associated with this investment.
The Company also has a master loan purchase agreement with this privately held entity to purchase up to $250,000 in manufactured loan housing production over an initial five-year term. Under this agreement, the Company purchased $16,970 and $43,776 of loans for the three and nine months ended September 30, 2024, respectively, and purchased $12,676 and $19,125 of loans for the three and nine months ended September 30, 2023, respectively. As of September 30, 2024 and December 31, 2023, the amortized cost of these loans HFI amounted to $73,808 and $32,154, respectively.















47

ITEM 2 – Management’s discussion and analysis of financial condition and results of operations
The following is a discussion of our financial condition as of September 30, 2024 and December 31, 2023, and our results of operations for the three and nine months ended September 30, 2024 and 2023, and should be read in conjunction with our audited consolidated financial statements set forth in our Annual Report on Form 10-K for the year ended December 31, 2023, that was filed with the SEC on February 27, 2024, and with the accompanying unaudited notes to the condensed consolidated financial statements set forth in this Report.
Forward-looking statements
Certain statements contained in this Report that are not historical in nature may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements regarding the Company’s future plans, results, strategies, and expectations, including expectations around changing economic markets. These statements can generally be identified by the use of the words and phrases “may,” “will,” “should,” “could,” “would,” “goal,” “plan,” “potential,” “estimate,” “project,” “believe,” “intend,” “anticipate,” “expect,” “target,” “aim,” “predict,” “continue,” “seek,” and other 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 projections, many of which, by their nature, are inherently uncertain and beyond the Company’s control. The inclusion of these forward-looking statements should not be regarded as a representation by the Company or any other person that such expectations, estimates, and projections will be achieved. Accordingly, the 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. Actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. A number of factors could cause actual results to differ materially from those contemplated by the forward-looking statements including, without limitation, (1) current and future economic conditions, including the effects of inflation, interest rate fluctuations, changes in the economy or global supply chain, supply-demand imbalances affecting local real estate prices, and high unemployment rates in the local or regional economies in which the Company operates and/or the US economy generally, (2) changes in government interest rate policies and its impact on the Company’s business, net interest margin, and mortgage operations, (3) any continuation of the recent turmoil in the banking industry, including the associated impact to the Company and other financial institutions of any regulatory changes or other mitigation efforts taken by government agencies in response, (4) increased competition for deposits, (5) the Company’s ability to effectively manage problem credits, (6) any deterioration in commercial real estate market fundamentals, (7) the Company’s ability to identify potential candidates for, consummate, and achieve synergies from, potential future acquisitions, (8) the Company’s ability to successfully execute its various business strategies, (9) changes in state and federal legislation, regulations or policies applicable to banks and other financial service providers, including legislative developments, (10) the effectiveness of the Company’s cybersecurity controls and procedures to prevent and mitigate attempted intrusions, (11) the Company’s dependence on information technology systems of third party service providers and the risk of systems failures, interruptions, or breaches of security, and (12) the impact of natural disasters, pandemics, and/or acts of war or terrorism, (13) events giving rise to international or regional political instability, including the broader impacts of such events on financial markets and/or global macroeconomic environments, and (14) general competitive, economic, political, and market conditions. Further information regarding the Company and factors which could affect the forward-looking statements contained herein can be found in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and in any of the Company’s subsequent filings with the SEC. Many of these factors are beyond the Company’s ability to control or predict. If one or more events related to these or other risks or uncertainties materialize, or if the underlying assumptions prove to be incorrect, actual results may differ materially from the forward-looking statements. Accordingly, shareholders and investors should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date of this Report, and the Company undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law. New risks and uncertainties may emerge from time to time, and it is not possible for the Company to predict their occurrence or how they will affect the Company. The Company qualifies all forward-looking statements by these cautionary statements.



48

Critical accounting policies
Our financial statements are prepared in accordance with GAAP and general practices within the banking industry. Within our financial statements, certain financial information contains approximate measurements of financial effects of transactions and impacts at the consolidated balance sheet dates and our results of operations for the reporting periods. We monitor the status of proposed and newly issued accounting standards to evaluate the impact on our financial condition and results of operations. Our accounting policies, including the impact of any newly issued accounting standards if applicable, are discussed in further detail in Note 1, “Basis of presentation,” in the notes to our consolidated financial statements in our Annual Report.

49

Financial highlights
The following table presents certain selected historical consolidated income statement and balance sheet data and key performance indicators and other measures as of the dates or for the periods indicated. Our historical results for any prior period are not necessarily indicative of results to be expected in any future period.
As of or for the three months endedAs of or for the nine months endedAs of or for the year-ended
September 30,September 30,December 31,
(dollars in thousands, except share data)2024 2023 2024 2023 2023 
Selected Balance Sheet Data
Cash and cash equivalents$951,750 $848,318 $951,750 $848,318 $810,932 
Investment securities, at fair value1,567,922 1,351,153 1,567,922 1,351,153 1,471,973 
Loans held for sale103,145 103,858 103,145 103,858 67,847 
Loans HFI9,478,129 9,287,225 9,478,129 9,287,225 9,408,783 
Allowance for credit losses on loans HFI(156,260)(146,134)(156,260)(146,134)(150,326)
Total assets12,920,222 12,489,631 12,920,222 12,489,631 12,604,403 
Interest-bearing deposits (non-brokered)8,230,867 8,105,713 8,230,867 8,105,713 8,179,430 
Brokered deposits519,200 174,920 519,200 174,920 150,475 
Noninterest-bearing deposits2,226,144 2,358,435 2,226,144 2,358,435 2,218,382 
Total deposits10,976,211 10,639,068 10,976,211 10,639,068 10,548,287 
Borrowings182,107 226,689 182,107 226,689 390,964 
Allowance for credit losses on unfunded
  commitments		(6,042)(11,600)(6,042)(11,600)8,770 
Total common shareholders’ equity1,562,329 1,372,901 1,562,329 1,372,901 1,454,794 
Selected Statement of Income Data
Total interest income$185,628 $173,912 $539,169 $503,575 $678,410 
Total interest expense79,611 72,986 231,047 197,446 271,193 
Net interest income106,017 100,926 308,122 306,129 407,217 
Provisions for credit losses1,914 2,821 4,920 2,234 2,539 
Total noninterest (loss) income(16,497)8,042 17,073 55,204 70,543 
Total noninterest expense76,212 82,997 223,725 244,729 324,929 
Income before income taxes11,394 23,150 96,550 114,370 150,292 
Income tax expense1,174 3,975 18,393 23,507 30,052 
Net income applicable to noncontrolling
    interest		— — 8 8 16 
Net income applicable to FB Financial
    Corporation 		$10,220 $19,175 $78,149 $90,855 $120,224 
Net interest income (tax-equivalent basis)$106,634 $101,762 $310,087 $308,638 $410,562 
Per Common Share
Basic net income$0.22 $0.41 $1.67 $1.94 $2.57 
Diluted net income0.22 0.41 1.67 1.94 2.57 
Book value(1)
33.48 29.31 33.48 29.31 31.05 
Tangible book value(2)
28.15 23.93 28.15 23.93 25.69 
Cash dividends declared0.17 0.15 0.51 0.45 0.60 
Selected Ratios
Return on average:
Assets(3)
0.32 %0.61 %0.83 %0.95 %0.95 %
Common shareholders’ equity(3)
2.67 %5.46 %7.02 %8.86 %8.74 %
Tangible common equity(2)
3.19 %6.67 %8.45 %10.9 %10.7 %
Efficiency ratio85.1 %76.2 %68.8 %67.7 %68.0 %
Core efficiency ratio (tax-equivalent basis)(2)
58.4 %63.1 %58.2 %63.3 %62.9 %
Loans HFI to deposit ratio86.4 %87.3 %86.4 %87.3 %89.2 %
Noninterest-bearing deposits to total deposits 20.3 %22.2 %20.3 %22.2 %21.0 %
Net interest margin (tax-equivalent basis)3.55 %3.42 %3.51 %3.44 %3.44 %
Yield on interest-earning assets6.20 %5.87 %6.13 %5.64 %5.72 %
Cost of interest-bearing liabilities3.63 %3.41 %3.58 %3.05 %3.16 %
Cost of total deposits2.83 %2.58 %2.79 %2.30 %2.39 %
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As of or for the three months endedAs of or for the nine months endedAs of or for the year ended
September 30,September 30,December 31,
2024 2023 2024 2023 2023 
Credit Quality Ratios
Allowance for credit losses on loans HFI as
    a percentage of loans HFI		1.65 %1.57 %1.65 %1.57 %1.60 %
Annualized net charge-offs as a percentage
   of average loans HFI		(0.03)%(0.02)%(0.02)%(0.02)%(0.01)%
Nonperforming loans HFI as a percentage
    of loans HFI		0.96 %0.59 %0.96 %0.59 %0.65 %
Nonperforming assets as a percentage of
    total assets(4)
0.99 %0.71 %0.99 %0.71 %0.69 %
Capital Ratios (Company)
Total common shareholders’ equity to
    assets		12.1 %11.0 %12.1 %11.0 %11.5 %
Tangible common equity to tangible
    assets(2)
10.4 %9.16 %10.4 %9.16 %9.74 %
Tier 1 leverage11.5 %11.0 %11.5 %11.0 %11.3 %
Tier 1 risk-based capital13.0 %12.1 %13.0 %12.1 %12.5 %
Total risk-based capital15.1 %14.1 %15.1 %14.1 %14.5 %
Common Equity Tier 112.7 %11.8 %12.7 %11.8 %12.2 %
(1)Book value per share equals our total common shareholders’ equity divided by the number of shares of our common stock outstanding as of the date presented.
(2)Non-GAAP financial measure; See "GAAP reconciliation and management explanation of non-GAAP financial measures” and non-GAAP reconciliations herein.
(3)ROAA and ROAE is calculated by dividing annualized net income or loss by average assets or average equity.
(4)Includes $30,537, $22,074 and $21,229 of optional rights to repurchase delinquent GNMA loans as of September 30, 2024, September 30, 2023 and December 31, 2023, respectively.

GAAP reconciliation and management explanation of non-GAAP financial measures
We identify certain financial measures discussed in this Report as being “non-GAAP financial measures.” The non-GAAP financial measures presented in this Report are adjusted efficiency ratio (tax-equivalent basis), tangible book value per common share, tangible common equity to tangible assets and return on average tangible common equity.
In accordance with the SEC’s rules, we classify a financial measure as being a non-GAAP financial measure if that financial measure excludes or includes amounts, or is subject to adjustments that have the effect of excluding or including amounts, that are included or excluded, as the case may be, in the most directly comparable measure calculated and presented in accordance with GAAP as in effect from time to time in the United States in our consolidated statements of income, balance sheets or statements of cash flows. The non-GAAP financial measures that we discuss in this Report should not be considered in isolation or as a substitute for the most directly comparable or other financial measures calculated in accordance with GAAP. Moreover, the manner in which we calculate the non-GAAP financial measures that we discuss in our selected historical consolidated financial data may differ from that of other companies reporting measures with similar names. You should understand how such other banking organizations calculate their financial measures similar or with names similar to the non-GAAP financial measures we have discussed in our selected historical consolidated financial data when comparing such non-GAAP financial measures. The following reconciliation tables provide a more detailed analysis of these, and reconciliation for, each of non-GAAP financial measures.
Core efficiency ratio (tax-equivalent basis)
The core efficiency ratio (tax-equivalent basis) is a non-GAAP measure that excludes certain gains, losses and other selected items. Our management uses this measure in its analysis of our performance. Our management believes this measure provides a greater understanding of ongoing operations and enhances comparability of results with prior periods, as well as demonstrates the effects of significant gains and charges. The most directly comparable financial measure calculated in accordance with GAAP is the efficiency ratio.




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The following table presents a reconciliation of our core efficiency ratio (tax-equivalent basis) to our efficiency ratio for the periods below:
(dollars in thousands)Three Months Ended September 30,Nine Months Ended September 30,Year Ended December 31,
2024 2023 2024 2023 2023 
Core efficiency ratio (tax-equivalent basis)
Total noninterest expense$76,212 $82,997 $223,725 $244,729 $324,929 
Less early retirement and severance costs— 4,809 1,015 6,235 8,449 
Less (gain) loss on lease terminations— — — (73)1,770 
Less FDIC special assessment— — 500 — 1,788 
Core noninterest expense$76,212 $78,188 $222,210 $238,567 $312,922 
Net interest income$106,017 $100,926 $308,122 $306,129 $407,217 
Net interest income (tax-equivalent basis)106,634 101,762 310,087 308,638 410,562 
Total noninterest (loss) income(16,497)8,042 17,073 55,204 70,543 
Less loss from securities, net(40,165)(14,197)(56,378)(14,156)(13,973)
Less (loss) gain on sales or write-downs of
    other real estate owned and other assets		(289)115 (5)465 (27)
Less cash life insurance benefit— — 2,057 — — 
Less (loss) gain on change in fair value of
   commercial loans held for sale acquired in
   previous business combination		— (7)— 895 (2,114)
Core noninterest income$23,957 $22,131 $71,399 $68,000 $86,657 
Total revenue$89,520 $108,968 $325,195 $361,333 $477,760 
Core revenue (tax-equivalent basis)$130,591 $123,893 $381,486 $376,638 $497,219 
Efficiency ratio 85.1 %76.2 %68.8 %67.7 %68.0 %
Core efficiency ratio (tax-equivalent basis)58.4 %63.1 %58.2 %63.3 %62.9 %


















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Tangible book value per common share and tangible common equity to tangible assets
Tangible book value per common share and tangible common equity to tangible assets are non-GAAP measures that exclude the impact of goodwill and other intangibles used by management to evaluate capital adequacy. Because intangible assets, such as goodwill and other intangibles, vary extensively from company to company, we believe that the presentation of this information allows investors to more easily compare our capital position to other companies. The most directly comparable financial measure calculated in accordance with GAAP is book value per common share and our total shareholders’ equity to total assets.
The following table presents, as of the dates set forth below, tangible common equity compared with total common shareholders’ equity, tangible book value per common share compared with our book value per common share and common equity to tangible assets compared to total common shareholders’ equity to total assets:
September 30,
December 31,
(dollars in thousands, except share data)2024 2023 2023 
Tangible assets
Total assets$12,920,222 $12,489,631 $12,604,403 
Adjustments:
Goodwill(242,561)(242,561)(242,561)
Intangibles, net(6,449)(9,549)(8,709)
Tangible assets$12,671,212 $12,237,521 $12,353,133 
Tangible common equity
Total common shareholders’ equity$1,562,329 $1,372,901 $1,454,794 
Adjustments:
Goodwill(242,561)(242,561)(242,561)
Intangibles, net(6,449)(9,549)(8,709)
Tangible common equity$1,313,319 $1,120,791 $1,203,524 
Common shares outstanding46,658,019 46,839,159 46,848,934 
Book value per common share$33.48 $29.31 $31.05 
Tangible book value per common share$28.15 $23.93 $25.69 
Total common shareholders’ equity to total assets12.1 %11.0 %11.5 %
Tangible common equity to tangible assets10.4 %9.16 %9.74 %
Return on average tangible common equity
Return on average tangible common equity is a non-GAAP measure that uses average shareholders’ equity and excludes the impact of goodwill and other intangibles. This measurement is used by management to provide a depiction of our profitability without being impacted by intangible assets, as intangible assets are not directly managed to generate earnings. The most directly comparable financial measure calculated in accordance with GAAP is return on average common shareholders' equity.
The following table presents, as of the dates set forth below, reconciliations of total average tangible common equity to average shareholders’ equity and return on average tangible common equity to return on average shareholders’ equity:
Three Months Ended September 30,Nine Months Ended September 30,Year Ended December 31,
(dollars in thousands)2024 2023 2024 2023 2023 
Return on average tangible common equity
Total average common shareholders’ equity$1,523,597 $1,393,253 $1,486,010 $1,371,278 $1,374,831 
Adjustments:
Average goodwill(242,561)(242,561)(242,561)(242,561)(242,561)
Average intangibles, net(6,795)(10,011)(7,536)(10,922)(10,472)
Average tangible common equity$1,274,241 $1,140,681 $1,235,913 $1,117,795 $1,121,798 
Net income applicable to FB Financial Corporation$10,220 $19,175 $78,149 $90,855 $120,224 
Return on average common shareholders’ equity2.67 %5.46 %7.02 %8.86 %8.74 %
Return on average tangible common equity3.19 %6.67 %8.45 %10.9 %10.7 %
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Company overview
We are a financial holding company headquartered in Nashville, Tennessee. We operate primarily through our wholly-owned subsidiary bank, FirstBank, and its subsidiaries. FirstBank provides a comprehensive suite of commercial and consumer banking services to clients in select markets in Tennessee, Kentucky, Alabama and North Georgia. As of September 30, 2024, our footprint included 77 full-service branches serving the following Tennessee Metropolitan Statistical Areas: Nashville, Chattanooga (including North Georgia), Knoxville, Memphis, and Jackson in addition to Bowling Green, Kentucky and Birmingham, Florence and Huntsville, Alabama. Our banking services extend to 17 community markets throughout Tennessee and North Georgia. FirstBank also provides retail mortgage banking services utilizing its bank branch network and mortgage banking offices strategically located throughout the southeastern United States.
We operate through two segments, Banking and Mortgage. We generate most of our revenue in our Banking segment from interest on loans and investments, loan-related fees, trust and investment services and deposit-related fees. Our primary source of funding for our loans is customer deposits, however we have other sources of funds including unsecured credit lines, brokered CDs, and other borrowings. We generate most of our revenue in our Mortgage segment from origination fees and gains on sales in the secondary mortgage loan market, as well as from mortgage servicing revenues.
Overview of recent financial performance
Results of operations
Three months ended September 30, 2024 compared to three months ended September 30, 2023
Our net income decreased during the three months ended September 30, 2024 to $10.2 million from $19.2 million for the three months ended September 30, 2023. Diluted earnings per common share were $0.22 and $0.41 for the three months ended September 30, 2024 and 2023, respectively. Our net income represented a ROAA of 0.32% and 0.61% for the three months ended September 30, 2024 and 2023, respectively, and a ROAE of 2.67% and 5.46% for the same periods. Our ROATCE for the three months ended September 30, 2024 and 2023 were 3.19% and 6.67%, respectively. See “GAAP reconciliation and management explanation of non-GAAP financial measures” in this Report for a discussion of tangible common equity and return on average tangible common equity.
During the three months ended September 30, 2024, our net interest income increased to $106.0 million compared with $100.9 million in the three months ended September 30, 2023. Our net interest margin, on a tax-equivalent basis, increased to 3.55% for the three months ended September 30, 2024 as compared to 3.42% for the three months ended September 30, 2023. The increase in net interest margin was primarily driven by higher rates for loans HFI and taxable AFS debt securities offset by a smaller increase in the volume of interest-earnings assets compared to interest-bearing liabilities.
Noninterest income for the three months ended September 30, 2024 decreased by $24.5 million to a loss of $16.5 million, compared to $8.0 million for the three months ended September 30, 2023. The decrease was primarily the result of management’s election to sell $318.6 million of AFS debt securities, which resulted in a $40.2 million net loss on investment securities during the three months ended September 30, 2024 compared to a $14.2 million net loss on investment securities primarily related to the sale of $76.6 million of AFS debt securities during the three months ended September 30, 2023. Refer to the section “Other earnings assets” for additional information on the sale of the AFS debt securities.
Noninterest expense decreased to $76.2 million for the three months ended September 30, 2024, compared with $83.0 million for the three months ended September 30, 2023. The decrease in noninterest expense is due to decreases in salaries, commissions and employee benefits of $7.0 million primarily related to the Company’s efficiency and scalability initiatives and updated methodology of deferrals for loan fees and loan origination expenses.
Nine months ended September 30, 2024 compared to the nine months ended September 30, 2023
Our net income decreased during the nine months ended September 30, 2024 to $78.2 million from $90.9 million for the nine months ended September 30, 2023. Diluted earnings per common share were $1.67 and $1.94 for the nine months ended September 30, 2024 and 2023, respectively. Our net income represented a ROAA of 0.83% and 0.95% for the nine months ended September 30, 2024 and 2023, respectively, and a ROAE of 7.02% and 8.86% for the same periods. Our ROATCE for the nine months ended September 30, 2024 and 2023 were 8.45% and 10.9%, respectively. See “GAAP
54

reconciliation and management explanation of non-GAAP financial measures” in this Report for a discussion of tangible common equity and return on average tangible common equity.
During the nine months ended September 30, 2024, our net interest income increased to $308.1 million from $306.1 million for the nine months ended September 30, 2023. Our net interest margin, on a tax-equivalent basis, increased to 3.51% for the nine months ended September 30, 2024 as compared to 3.44% for the nine months ended September 30, 2023. The increase in net interest margin was primarily driven by higher interest rates mostly offset by our volume of interest-earnings assets decreasing compared to an increase in our interest-bearing liabilities.
Noninterest income for the nine months ended September 30, 2024 decreased by $38.1 million to $17.1 million, down from $55.2 million for the nine months ended September 30, 2023. The decrease in noninterest income was primarily due to a $56.4 million net loss on investment securities related to the sale of $526.4 million of AFS debt securities during the nine months ended September 30, 2024 compared to a $14.2 million net loss on investment securities primarily related to the sale of $76.6 million of AFS debt securities during the nine months ended September 30, 2023. Refer to the section “Other earnings assets” for additional information on the sale of the AFS debt securities. The decrease was partially offset by a $2.1 million increase in investment services and trust income and a $2.1 million cash life insurance benefit during the nine months ended September 30, 2024.
Noninterest expense decreased to $223.7 million for the nine months ended September 30, 2024, compared with $244.7 million for the nine months ended September 30, 2023. The decrease in noninterest expense is due to decreases in salaries, commissions and employee benefits of $16.9 million primarily related to the Company’s efficiency and scalability initiatives and updated methodology of deferrals for loan fees and loan origination expenses. Additionally, the decrease is reflective of decreases in advertising, legal and professional expenses and franchise tax expense.
Business segment highlights
We operate our business in two business segments: Banking and Mortgage. See Note 11, “Segment reporting” in the notes to our consolidated financial statements contained herein for a description of these business segments.
Banking
Three months ended September 30, 2024 compared to three months ended September 30, 2023
Income before taxes from the Banking segment decreased for the three months ended September 30, 2024 to $10.8 million, compared to $23.4 million for the three months ended September 30, 2023. Net interest income increased by $5.0 million to $104.3 million during the three months ended September 30, 2024 compared to $99.4 million during the three months ended September 30, 2023. Provisions for credit losses on loans HFI and unfunded loan commitments resulted in $1.9 million of provision expense during the three months ended September 30, 2024 compared to $3.3 million during the three months ended September 30, 2023. The Banking segment recorded a noninterest loss of $28.4 million in the three months ended September 30, 2024 compared to a $4.0 million loss in the three months ended September 30, 2023. This decrease includes a net loss on investment securities of $40.2 million associated with the sale of $318.6 million AFS debt securities during the three months ended September 30, 2024 compared to a $14.2 million net loss on investment securities primarily related to the sale of $76.6 million of AFS debt securities during the three months ended September 30, 2023. Noninterest expense decreased to $63.3 million for three months ended September 30, 2024 compared to $68.7 million for the three months ended September 30, 2023 due primarily to a decrease in salaries associated with our efficiency and scalability initiatives and updated methodology of deferrals for loan fees and loan origination expenses.
Nine months ended September 30, 2024 compared to the nine months ended September 30, 2023
Income before taxes from the Banking segment decreased for the nine months ended September 30, 2024 to $93.2 million, compared to $116.4 million for the nine months ended September 30, 2023. Net interest income increased by $2.6 million to $304.0 million during the nine months ended September 30, 2024 compared to $301.4 million during the nine months ended September 30, 2023. Provisions for credit losses on loans HFI and unfunded loan commitments resulted in $5.1 million of provision expense during the nine months ended September 30, 2024 compared to $2.3 million during the nine months ended September 30, 2023. The Banking segment recorded a noninterest loss of $19.7 million in the nine months ended September 30, 2024 as compared to income of $18.9 million in the nine months ended September 30, 2023. This decrease includes a net loss on investment securities of $56.4 million associated with the sale of $526.4 million AFS debt securities during the nine months ended September 30, 2024 compared with a net loss on investment securities of $14.2 million as noted above for the nine months ended September 30, 2023. Noninterest expense decreased to
55

$186.0 million for nine months ended September 30, 2024 compared to $201.7 million for the nine months ended September 30, 2023 due to decreases in salaries, advertising, legal and professional fees and franchise tax expense.
Mortgage
Three months ended September 30, 2024 compared to three months ended September 30, 2023
Activity in our Mortgage segment resulted in a pre-tax net contribution of $0.6 million for the three months ended September 30, 2024 compared to a $0.2 million pre-tax net loss for the three months ended September 30, 2023. Net interest income was $1.7 million for the three months ended September 30, 2024 and $1.6 million for the three months ended September 30, 2023. Provisions for credit losses on loans HFI and unfunded loan commitments resulted in provision expense of $0.1 million during the three months ended September 30, 2024 compared to a reversal of $0.4 million of provision expense during the three months ended September 30, 2023. Mortgage banking income decreased $0.4 million to $11.6 million during the three months ended September 30, 2024 compared to $12.0 million for the three months ended September 30, 2023. As noted below, mortgage banking income includes origination fees and realized gains and losses on the sale of mortgage loans, change in fair value of mortgage loans and derivatives, and mortgage loan servicing fees, which includes the net change in fair value of MSRs and related derivatives. Mortgage banking income is initially driven by the recognition of interest rate lock commitments at fair value at inception. This is subsequently adjusted for changes in the overall interest rate environment offset by derivative contracts entered into to mitigate the interest rate exposure. Upon sale of the loan, the net fair value gain is reclassified as a realized gain on sale.
The components of mortgage banking income for the three months ended September 30, 2024 and 2023 were as follows:
Three Months Ended September 30,
(dollars in thousands)2024 2023 
Mortgage banking income  
Gains and fees from origination and sale of mortgage
   loans held for sale		$9,279 $8,941 
Net change in fair value of loans held for sale and derivatives(480)(582)
Change in fair value on MSRs, net of hedging(4,490)(3,724)
Mortgage servicing income7,244 7,363 
Total mortgage banking income$11,553 $11,998 
Interest rate lock commitment volume$381,240 $373,068 
Interest rate lock commitment volume by purpose (%):
Purchase82.5 %88.5 %
Refinance17.5 %11.5 %
Mortgage sales$327,270 $325,321 
Mortgage sale margin2.84 %2.75 %
Closing volume$317,502 $328,169 
Outstanding principal balance of mortgage loans serviced$10,402,118 $10,875,274 
Noninterest expense for the three months ended September 30, 2024 and 2023 was $12.9 million and $14.3 million, respectively. This decrease is reflective of a decrease in salaries and employee benefits associated with our efficiency and scalability initiatives.
Nine months ended September 30, 2024 compared to the nine months ended September 30, 2023
Activity in our Mortgage segment resulted in a pre-tax net contribution of $3.3 million for the nine months ended September 30, 2024 compared to a $2.0 million pre-tax net loss for the nine months ended September 30, 2023. Net interest income was $4.1 million for the nine months ended September 30, 2024 compared to $4.7 million for the nine months ended September 30, 2023. Provisions for credit losses on loans HFI and unfunded loan commitments resulted in a reversal of $0.2 million of provision expense during the nine months ended September 30, 2024 compared to a reversal of $0.1 million of provision expense during the nine months ended September 30, 2023. Mortgage banking income decreased $0.3 million to $36.0 million during the nine months ended September 30, 2024 compared to $36.3 million for the nine months ended September 30, 2023.
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The components of mortgage banking income for the nine months ended September 30, 2024 and 2023 were as follows:
Nine Months Ended September 30,
(dollars in thousands)2024 2023 
Mortgage banking income  
Gains and fees from origination and sale of mortgage
   loans held for sale		$24,671 $25,081 
Net change in fair value of loans held for sale and derivatives1,337 (129)
Change in fair value on MSRs, net of hedging(11,867)(11,353)
Mortgage servicing income21,907 22,717 
Total mortgage banking income$36,048 $36,316 
Interest rate lock commitment volume$1,143,603 $1,151,061 
Interest rate lock commitment volume by purpose (%):
Purchase84.8 %87.9 %
Refinance15.2 %12.1 %
Mortgage sales$885,775 $987,954 
Mortgage sale margin2.79 %2.54 %
Closing volume$913,315 $970,131 
Outstanding principal balance of mortgage loans serviced$10,402,118 $10,875,274 
Noninterest expense for the nine months ended September 30, 2024 and 2023 was $37.8 million and $43.1 million, respectively. This decrease is reflective of a decrease in salaries and employee benefits associated with our efficiency and scalability initiatives.
Results of operations
Throughout the following discussion of our operating results, we present our net interest income, net interest margin and core efficiency ratio on a fully tax-equivalent basis. The fully tax-equivalent basis adjusts for the tax-favored status of net interest income from certain loans and investments.
Our tax-exempt income is converted to a tax-equivalent basis by adjusting for the combined federal and blended state statutory income tax rate of 26.06% for the three and nine months ended September 30, 2024 and 2023.
Net interest income
Net interest income is the most significant component of our earnings, generally comprising over 50% of our total revenues in a given period. Net interest income and margin are shaped by many factors, primarily the volume, term structure and mix of earning assets, funding mechanisms, and interest rate fluctuations. Other factors include accretion or amortization of discounts or premiums on purchased loans, prepayment risk on mortgage and investment–related assets, and the composition and maturity of earning assets and interest-bearing liabilities. Loans typically generate more interest income than investment securities with similar maturities. Funding from client deposits generally costs less than wholesale funding sources. Factors such as general economic activity, Federal Reserve monetary policy, and price volatility of competing alternative investments, can also exert significant influence on our ability to optimize the mix of assets and funding, net interest income and margin.
During the three and nine months ended September 30, 2024, the U.S. Treasury yield curve continued its path towards normalization and became less inverted as long-term note and bond rates decreased at a slower pace than shorter-term note rates. The curve remained inverted as of September 30, 2024, which is in contrast to the more normalized upward sloping U.S. Treasury yield curve exhibited during the three and nine months ended September 30, 2023. The Federal Funds Target Rate range was 4.75% - 5.00% and 5.25% - 5.50% as of September 30, 2024 and December 31, 2023, respectively. During the Federal Open Market Committee’s September 18, 2024 meeting, the federal funds rate was lowered 50 basis points, which was the first rate change since July 2023.
Three months ended September 30, 2024 compared to three months ended September 30, 2023
Net interest income increased to $106.6 million for the three months ended September 30, 2024 as compared to $101.8 million for the three months ended September 30, 2023. The change in net interest income was driven by a $11.5 million increase in interest income partially offset by an increase in interest expense of $6.6 million. Further discussion of the changes to interest income and expense are discussed below.
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Interest income was $186.2 million for the three months ended September 30, 2024, compared to $174.7 million for the three months ended September 30, 2023, an increase of $11.5 million, which was primarily driven by an increase in yields and somewhat by an increase in volume of loans HFI and taxable investment securities.
Interest income on loans HFI increased $4.7 million to $157.8 million for the three months ended September 30, 2024 from $153.0 million for the three months ended September 30, 2023 primarily due to higher yields with a secondary driver of increased volume. The yield on loans HFI was 6.70% for the three months ended September 30, 2024, up 16 basis points from the three months ended September 30, 2023.
The components of our loan yield for the three months ended September 30, 2024 and 2023 were as follows:
Three Months Ended September 30,
2024 2023 
(dollars in thousands)Interest
income		Average
yield		Interest
income		Average
yield
Loan HFI yield components:
Contractual interest rate on loans HFI(1)
$155,884 6.62 %$147,806 6.32 %
Origination and other loan fee income1,779 0.08 %4,345 0.19 %
(Amortization) accretion on purchased loans(10)— %312 0.01 %
Nonaccrual interest collections98 — %575 0.02 %
Total loan HFI yield$157,751 6.70 %$153,038 6.54 %
(1) Includes tax equivalent adjustment using combined marginal tax rate of 26.06%.
Interest income on taxable investment securities increased $7.5 million to $13.9 million for the three months ended September 30, 2024 from $6.4 million for the three months ended September 30, 2023 due to the reinvestment of proceeds from the sale of AFS debt securities that were sold during the second half of 2023 and first nine months of 2024 to higher yielding U.S. government agency and mortgage-backed securities. The yield on taxable investment securities increased 184 basis points to 3.73% for the three months ended September 30, 2024 compared to 1.89% for the three months ended September 30, 2023.
Interest expense was $79.6 million for the three months ended September 30, 2024, an increase of $6.6 million as compared to the three months ended September 30, 2023. The increase in interest expense was driven equally by an increase in the average balance of interest-bearing liabilities which increased interest expense $3.6 million and an increase in the rate paid on interest-bearing liabilities which increased interest expense $3.0 million over the comparative time period. Increases in average balances of interest-bearing liabilities were led by brokered and internet time deposits of $140.0 million for the three months ended September 30, 2024 due to the issuance of brokered deposits as we took advantage of favorable relative terms available during the quarter. Notable contributors to the increase in interest expense are attributable to the rate paid on interest-bearing liabilities, including money market and customer time deposits, which increased $2.7 million and $1.6 million, respectively, from the three months ended September 30, 2023. These increases were most significantly influenced by increases in rates paid on these balances. The average rate on money market deposits increased 15 basis points to 3.93% for the three months ended September 30, 2024 from 3.78% for the three months ended September 30, 2023. The average rate on customer time deposits increased 60 basis points to 3.97% for the three months ended September 30, 2024 from 3.37% for the three months ended September 30, 2023.
More broadly, total cost of interest-bearing deposits was 3.58% for the three months ended September 30, 2024 compared to 3.33% for the three months ended September 30, 2023. As interest rates on deposits increase, we tend to experience some movement between deposit types as customers seek higher interest rates and shift from noninterest-bearing deposit accounts to interest-bearing deposit products.




58

Average balance and interest yield/rate analysis
The table below shows the average balances, income and expense and yield and rates of each of our interest-earning assets and interest-bearing liabilities on a tax equivalent basis, if applicable, for the periods indicated.
Three Months Ended September 30,
20242023
(dollars in thousands)Average
balances 		Interest
income/
expense		Average
yield/
rate		Average
balances 		Interest
income/
expense		Average
yield/
rate
Interest-earning assets:
Loans HFI (1)(2)
$9,362,937 $157,751 6.70 %$9,280,530 $153,038 6.54 %
Mortgage loans held for sale66,828 1,102 6.56 %60,291 1,047 6.89 %
Commercial loans held for sale— — — %9,259 — — %
Investment securities:
Taxable1,487,200 13,943 3.73 %1,344,052 6,399 1.89 %
Tax-exempt(2)
181,465 1,493 3.27 %291,863 2,428 3.30 %
Total investment securities(2)
1,668,665 15,436 3.68 %1,635,915 8,827 2.14 %
Federal funds sold and reverse repurchase agreements
118,715 1,687 5.65 %95,326 1,375 5.72 %
Interest-bearing deposits with other financial institutions701,666 9,519 5.40 %696,600 9,620 5.48 %
FHLB stock32,919 750 9.06 %36,624 841 9.11 %
Total interest-earning assets(2)
11,951,730 186,245 6.20 %11,814,545 174,748 5.87 %
Noninterest-earning assets:
Cash and due from banks131,308 128,780 
Allowance for credit losses on loans HFI(155,665)(140,033)
Other assets (3)(4)
814,577 753,866 
Total noninterest-earning assets790,220 742,613 
Total assets$12,741,950 $12,557,158 
Interest-bearing liabilities:
Interest bearing deposits:
Interest-bearing checking$2,624,046 $20,998 3.18 %$2,668,970 $20,506 3.05 %
Money market deposits3,802,818 37,574 3.93 %3,661,262 34,902 3.78 %
Savings deposits357,165 65 0.07 %410,403 65 0.06 %
Customer time deposits1,349,986 13,479 3.97 %1,400,290 11,909 3.37 %
Brokered and internet time deposits322,667 3,972 4.90 %182,652 2,444 5.31 %
Time deposits1,672,653 17,451 4.15 %1,582,942 14,353 3.60 %
Total interest-bearing deposits8,456,682 76,088 3.58 %8,323,577 69,826 3.33 %
Other interest-bearing liabilities:
Securities sold under agreements to repurchase and federal funds
   purchased		21,734 79 1.45 %30,520 349 4.54 %
Federal Home Loan Bank advances— — — %13,859 204 5.84 %
Subordinated debt130,561 1,900 5.79 %127,605 2,600 8.08 %
Other borrowings125,616 1,544 4.89 %1,365 7 2.03 %
Total other interest-bearing liabilities277,911 3,523 5.04 %173,349 3,160 7.23 %
Total Interest-bearing liabilities8,734,593 79,611 3.63 %8,496,926 72,986 3.41 %
Noninterest-bearing liabilities:
Demand deposits2,241,512 2,410,280 
Other liabilities(4)
242,155 256,606 
Total noninterest-bearing liabilities2,483,667 2,666,886 
Total liabilities11,218,260 11,163,812 
FB Financial Corporation common shareholders’ equity1,523,597 1,393,253 
Noncontrolling interest93 93 
         Shareholders’ equity1,523,690 1,393,346 
Total liabilities and shareholders’ equity$12,741,950 $12,557,158 
Net interest income (tax-equivalent basis)(2)
$106,634 $101,762 
Interest rate spread (tax-equivalent basis)(2)
2.57 %2.46 %
Net interest margin (tax-equivalent basis)(2)(5)
3.55 %3.42 %
Cost of total deposits2.83 %2.58 %
Average interest-earning assets to average interest-bearing liabilities136.8 %139.0 %
(1) Average balances of nonaccrual loans and overdrafts are included in average loan balances (before deduction of ACL).
(2) Interest income includes the effects of taxable-equivalent adjustments using a U.S. federal income tax rate and, where applicable, state income tax to increase tax-exempt interest income to a tax-
     equivalent basis. The net taxable-equivalent adjustment amounts included were $0.6 million and $0.8 million the three months ended September 30, 2024 and 2023, respectively.
(3) Includes average net unrealized losses on investment securities available for sale of $153.8 million and $232.6 million for the three months ended September 30, 2024 and 2023, respectively.
(4) Includes average of optional rights to repurchase government guaranteed GNMA mortgage loans previously sold that have become past due greater than 90 days of $25.5 million and $19.1 million
      for the three months ended September 30, 2024 and 2023, respectively.
(5) The NIM is calculated by dividing annualized net interest income, on a tax-equivalent basis, by average total interest earning assets.

59

Yield/rate and volume analysis
The table below presents the components of the changes in net interest income for the three months ended September 30, 2024 and 2023. For each major category of interest-earning assets and interest-bearing liabilities, information is provided with respect to changes due to average volume and changes due to interest rates, with the changes in both volume and interest rates allocated to these two categories based on the proportionate absolute changes in each category.
Three months ended September 30, 2024 compared to three months ended September 30, 2023 due to changes in
(dollars in thousands)VolumeYield/ rateNet increase
(decrease)
Interest-earning assets:
Loans held for investment(1)(2)
$1,388 $3,325 $4,713 
Loans held for sale - mortgage108 (53)55 
Loans held for sale - commercial— — — 
Investment securities:
Taxable1,342 6,202 7,544 
Tax Exempt(2)
(908)(27)(935)
Federal funds sold and reverse repurchase agreements
332 (20)312 
Interest-bearing deposits with other financial institutions69 (170)(101)
FHLB stock(84)(7)(91)
Total interest income(2)
2,247 9,250 11,497 
Interest-bearing liabilities:
Interest-bearing checking(359)851 492 
Money market deposits1,399 1,273 2,672 
Savings deposits(10)10 — 
Customer time deposits(502)2,072 1,570 
Brokered and internet time deposits1,724 (196)1,528 
Securities sold under agreements to repurchase and federal funds
   purchased		(32)(238)(270)
Federal Home Loan Bank advances(204)— (204)
Subordinated debt43 (743)(700)
Other borrowings1,527 10 1,537 
Total interest expense3,586 3,039 6,625 
Change in net interest income(2)
$(1,339)$6,211 $4,872 
(1) Average loans are presented gross, including nonaccrual loans and overdrafts (before deduction of allowance for credit losses on loans HFI).
(2) Interest income includes the effects of the tax-equivalent adjustments to increase tax-exempt interest income to a tax-equivalent basis. The net taxable-equivalent
      adjustment amounts included was $0.6 million and $0.8 million the three months ended September 30, 2024 and 2023, respectively.
Nine months ended September 30, 2024 compared to the nine months ended September 30, 2023
Net interest income was relatively flat for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023, increasing $1.4 million to $310.1 million from $308.6 million. Increases in interest income of $35.1 million were largely offset by increases in interest expense of $33.6 million for the nine months ended September 30, 2024 compared to the prior period. The increase in interest income for the current year period was driven by an increase in yields on average earning assets incrementally offset by decreases in the average volume of interest-bearing deposits with other financial institutions. The increase in interest expense was primarily driven increases in the rate paid on interest-bearing liabilities.
Interest income on loans HFI increased $26.0 million to $466.9 million for the nine months ended September 30, 2024 from $440.9 million for the nine months ended September 30, 2023 due primarily to increasing yields. The average yield on loans HFI increased by 37 basis points period-over-period to 6.68% for the nine months ended September 30, 2024
60

from 6.31% for the nine months ended September 30, 2023.
The components of our loan yield for the nine months ended September 30, 2024 and 2023 were as follows:
Nine Months Ended September 30,
2024 2023 
(dollars in thousands)Interest
income		Average
yield		Interest
income		Average
yield
Loans HFI yield components:
Contractual interest rate on loans HFI(1)
$460,796 6.59 %$428,000 6.13 %
Origination and other loan fee income4,506 0.06 %11,353 0.16 %
Accretion on purchased loans538 0.01 %617 0.01 %
Nonaccrual interest collections1,093 0.02 %950 0.01 %
Total loans HFI yield$466,933 6.68 %$440,920 6.31 %
(1)Includes tax equivalent adjustment using combined marginal tax rate of 26.06%.
Interest income on taxable investment securities increased $15.6 million to $35.0 million for the nine months ended September 30, 2024 from $19.4 million for the nine months ended September 30, 2023 due to the reinvestment of proceeds from the sale of AFS debt securities that were sold during the second half of 2023 and first and third quarters of 2024 to higher yielding U.S. government agency securities and mortgage-backed securities. The yield on taxable investment securities increased 133 basis points to 3.22% for the nine months ended September 30, 2024 compared to 1.89% for the nine months ended September 30, 2023.
Interest income on interest-bearing deposits with other financial institutions decreased to $23.2 million for the nine months ended September 30, 2024 from $28.5 million for the nine months ended September 30, 2023 due to a decrease in volume of interest-bearing deposits with other financial institutions partially offset by higher yields. The average balance of interest-bearing deposits with other financial institutions decreased $187.0 million to $573.9 million for the nine months ended September 30, 2024 from $760.9 million for the nine months ended September 30, 2023. The yield on interest-bearing deposits with other financial institutions increased 41 basis points to 5.41% for the nine months ended September 30, 2024 compared to 5.00% for the nine months ended September 30, 2023.
Interest expense was $231.0 million for the nine months ended September 30, 2024, an increase of $33.6 million as compared to $197.4 million for the nine months ended September 30, 2023. The increase was largely attributed to a rise in the rate paid on interest-bearing deposit accounts, most notably, on money market and customer time deposit products. Interest expense on money market deposits increased $22.6 million to $112.0 million for the nine months ended September 30, 2024 compared to $89.5 million for the nine months ended September 30, 2023. Interest expense on customer time deposits increased $9.6 million to $41.4 million for the nine months ended September 30, 2024 from $31.8 million for the nine months ended September 30, 2023. The average rate on money market deposits increased 53 basis points to 3.93% for the nine months ended September 30, 2024 from 3.40% for the nine months ended September 30, 2023. The average rate on customer time deposits increased 99 basis points to 3.96% for the nine months ended September 30, 2024 from 2.97% for the nine months ended September 30, 2023. Total cost of interest-bearing deposits was 3.53% for the nine months ended September 30, 2024 compared to 2.97% for the nine months ended September 30, 2023.
The average balance of other borrowings increased $127.9 million to $129.4 million for the nine months ended September 30, 2024 compared to $1.5 million for the nine months ended September 30, 2023. As a result, interest expense on other borrowings increased to $4.7 million for the nine months ended September 30, 2024 compared to $23 thousand for the nine months ended September 30, 2023. The yield on other borrowings increased 275 basis points to 4.83% for the nine months ended September 30, 2024 compared to 2.08% for the nine months ended September 30, 2023. The increase is due primarily of borrowings from the Bank Term Funding Program, which was paid-off at the end of this quarter. Refer to the section “Borrowings” for additional information on the BTFP.




61

Average balance and interest yield/rate analysis
The table below shows the average balances, income and expense and yield and rates of each of our interest-earning assets and interest-bearing liabilities on a tax equivalent basis, if applicable, for the periods indicated.
Nine Months Ended September 30,
2024 2023 
(dollars in thousands)Average balancesInterest
income/
expense		Average
yield/
rate		Average balancesInterest
income/
expense		Average
yield/
rate
Interest-earning assets:
Loans HFI (1)(2)
$9,337,942 $466,933 6.68 %$9,337,932 $440,920 6.31 %
Mortgage loans held for sale65,443 3,333 6.80 %59,982 2,979 6.64 %
Commercial loans held for sale— — — %11,721 162 1.85 %
Investment securities:
Taxable1,450,295 35,014 3.22 %1,373,461 19,449 1.89 %
Tax-exempt (2)
205,310 5,023 3.27 %293,408 7,313 3.33 %
Total investment securities (2)
1,655,605 40,037 3.23 %1,666,869 26,762 2.15 %
Federal funds sold and reverse repurchase agreements127,365 5,310 5.57 %114,706 4,280 4.99 %
Interest-bearing deposits with other financial institutions573,861 23,226 5.41 %760,895 28,457 5.00 %
FHLB stock33,486 2,295 9.15 %41,912 2,524 8.05 %
Total interest-earning assets (2)
11,793,702 541,134 6.13 %11,994,017 506,084 5.64 %
Noninterest-earning assets:
Cash and due from banks141,220 133,881 
Allowance for credit losses on loans HFI(152,675)(137,958)
Other assets (3)(4)
786,211 757,606 
Total noninterest-earning assets774,756 753,529 
Total assets$12,568,458 $12,747,546 
Interest-bearing liabilities:
Interest-bearing deposits:
Interest-bearing checking$2,554,739 $59,088 3.09 %$2,985,265 $63,317 2.84 %
Money market deposits3,810,318 112,031 3.93 %3,517,106 89,465 3.40 %
Savings deposits368,262 191 0.07 %433,811 192 0.06 %
Customer time deposits1,398,263 41,415 3.96 %1,432,680 31,788 2.97 %
Brokered and internet time deposits195,785 7,489 5.11 %80,902 3,184 5.26 %
Time deposits1,594,048 48,904 4.10 %1,513,582 34,972 3.09 %
Total interest-bearing deposits8,327,367 220,214 3.53 %8,449,764 187,946 2.97 %
Other interest-bearing liabilities:
Securities sold under agreements to repurchase and federal funds purchased23,537 350 1.99 %29,249 492 2.25 %
Federal Home Loan Bank advances— — — %38,736 1,487 5.13 %
Subordinated debt130,249 5,801 5.95 %126,970 7,498 7.90 %
Other borrowings 129,396 4,682 4.83 %1,478 23 2.08 %
Total other interest-bearing liabilities283,182 10,833 5.11 %196,433 9,500 6.47 %
Total interest-bearing liabilities8,610,549 231,047 3.58 %8,646,197 197,446 3.05 %
Noninterest-bearing liabilities:
Demand deposits2,230,271 2,475,850 
Other liabilities(4)
241,535 254,128 
Total noninterest-bearing liabilities2,471,806 2,729,978 
Total liabilities11,082,355 11,376,175 
FB Financial Corporation common shareholders’ equity1,486,010 1,371,278 
Noncontrolling interest93 93 
         Shareholders’ equity1,486,103 1,371,371 
Total liabilities and shareholders’ equity$12,568,458 $12,747,546 
Net interest income (tax-equivalent basis)(2)
$310,087 $308,638 
Interest rate spread (tax-equivalent basis)(2)
2.55 %2.59 %
Net interest margin (tax-equivalent basis) (2)(5)
3.51 %3.44 %
Cost of total deposits2.79 %2.30 %
Average interest-earning assets to average interest-bearing liabilities137.0 %138.7 %
(1)Average balances of nonaccrual loans and overdrafts are included in average loan balances.
(2)Interest income includes the effects of taxable-equivalent adjustments using a U.S. federal income tax rate and, where applicable, state income tax to increase tax-exempt interest income to a tax-equivalent basis. The net tax-equivalent adjustment amounts included in income were $2.0 million and $2.5 million for nine months ended September 30, 2024 and 2023, respectively.
(3)Includes average net unrealized losses on investment securities available for sale of $181.9 million and $222.5 million for the nine months ended September 30, 2024 and 2023, respectively.
(4)Includes average of optional rights to repurchase government guaranteed GNMA mortgage loans previously sold that have become past due greater than 90 days of $22.3 million and $21.1 million for the nine months ended September 30, 2024 and 2023, respectively.
(5)The NIM is calculated by dividing annualized net interest income, on a tax-equivalent basis, by average total earning assets.


62

Yield/rate and volume analysis
The tables below present the components of the changes in net interest income for the nine months ended September 30, 2024 and 2023. For each major category of interest-earning assets and interest-bearing liabilities, information is provided with respect to changes due to average volume and changes due to interest rates, with the changes in both volume and interest rates allocated to these two categories based on the proportionate absolute changes in each category.
Nine months ended September 30, 2024 compared to nine months ended September 30, 2023 due to changes in
(dollars in thousands)VolumeYield/rateNet increase
(decrease)
Interest-earning assets:
Loans HFI(1)(2)
$1 $26,012 $26,013 
Loans held for sale - mortgage278 76 354 
Loans held for sale - commercial(162)— (162)
Investment securities:
   Taxable1,855 13,710 15,565 
   Tax-exempt(2)
(2,155)(135)(2,290)
Federal funds sold and reverse repurchase agreements
528 502 1,030 
Interest-bearing deposits with other financial institutions(7,570)2,339 (5,231)
FHLB stock(577)348 (229)
Total interest income(2)
(7,802)42,852 35,050 
Interest-bearing liabilities:
Interest-bearing checking deposits(9,958)5,729 (4,229)
Money market deposits8,621 13,945 22,566 
Savings deposits(34)33 (1)
Customer time deposits(1,019)10,646 9,627 
Brokered and internet time deposits4,394 (89)4,305 
Securities sold under agreements to repurchase and federal funds
   purchased		(85)(57)(142)
Federal Home Loan Bank advances(1,487)— (1,487)
Subordinated debt146 (1,843)(1,697)
Other borrowings4,629 30 4,659 
Total interest expense5,207 28,394 33,601 
Change in net interest income(2)
$(13,009)$14,458 $1,449 
(1)Average loans are presented gross, including nonaccrual loans and overdrafts.
(2)Interest income includes the effects of the tax-equivalent adjustments to increase tax-exempt interest income to a tax-equivalent basis. The net taxable-equivalent adjustment amounts included was $2.0 million and $2.5 million for the nine months ended September 30, 2024 and 2023, respectively.

Provision for credit losses
The provision for credit losses charged to operating expense is an amount which, in the judgment of management, is necessary to maintain the allowance for credit losses at an appropriate level under the current expected credit loss model. The determination of the amount of the allowance is complex and involves a high degree of judgment and subjectivity. Refer to Note 1, “Basis of presentation” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 for a detailed discussion regarding ACL methodology.
Our allowance for credit losses calculation as of September 30, 2024 resulted from management’s best estimate of losses over the life of loans and unfunded commitments in our portfolio in accordance with the CECL approach. Our calculation included forecasts for projected slower GDP growth over the next two to three years and expected elevated unemployment levels. We also considered the current global economic environment, including continued pressures on supply chains (and more specifically, oil and energy) and increased uncertainty due to geopolitical turmoil and its impact
63

on the U.S. economy. These factors may continue to lead to increased volatility in forecasted macroeconomic variables, a key input to our calculated level of allowance for credit losses.
Three months ended September 30, 2024 compared to three months ended September 30, 2023
We recognized a provision for credit losses on loans HFI of $1.9 million and $6.0 million for the three months ended September 30, 2024 and 2023, respectively. The decrease in our provision for credit losses on loans HFI during the three months ended September 30, 2024 was primarily due to reductions in balances outstanding for construction loans offset by growth in other classes of financing receivable in our loan portfolio. For the three months ended September 30, 2023, the decrease in the provision for credit losses on loans HFI was driven by decreased loan growth in our loans HFI combined with the economic variables signaling a possible recession in our forward-looking model partially offset by an increase in the provision for credit losses on loans HFI due to a single commercial and industrial relationship moving to nonaccrual status during the three months ended September 30, 2023.
We also estimate expected credit losses on off-balance sheet loan commitments that are not accounted for as derivatives. When applying the CECL methodology to estimate expected credit loss, we consider the likelihood that funding will occur, the contractual period of exposure to credit loss, the risk of loss, historical loss experience, and current conditions along with expectations of future economic conditions. We recorded a provision expense for credit losses on unfunded commitments of $0.1 million and a reversal of provision expense of $3.2 million for the three months ended September 30, 2024 and 2023, respectively. The reversal is due to a $9.3 million decrease in our unfunded commitments during the three months ended September 30, 2024, including a $6.7 million decrease in our construction portfolio. Commitments increased in commercial and industrial and residential real estate line of credit portfolios offset by reductions in construction and commercial real estate.
During the three months ended September 30, 2024 and 2023 it was determined that all AFS debt securities that experienced a decline in fair value below amortized cost basis were due to noncredit-related factors. Therefore, there was no provision for credit losses recognized on AFS debt securities during the three months ended September 30, 2024 or 2023.
Nine months ended September 30, 2024 compared to nine months ended September 30, 2023
We recognized a provision for credit losses on loans HFI for the nine months ended September 30, 2024 and 2023 of $7.6 million and $13.6 million, respectively. The current period provision on loans HFI is due to growth in loan balances for most loan categories offset by significant decreases in construction lending. For the nine months ended September 30, 2023, the increase in the provision for credit losses on loans HFI was driven by a single commercial and industrial relationship moving to nonaccrual status during the period and the deteriorating economic forecasts.
We recorded a reversal of provision for credit losses on unfunded commitments of $2.7 million and $11.4 million for the nine months ended September 30, 2024 and 2023, respectively. The reversal of provision for credit losses on unfunded commitments for the nine months ended September 30, 2024 and 2023 is primarily due to management's concentrated effort to reduce unfunded loan commitments during the periods indicated including a $215.7 million and a $716.8 million decrease in our construction category as these projects primarily moved to permanent financing for the nine months ended nine months ended September 30, 2024 and 2023, respectively. Decreases in commitment balances for construction and commercial real estate were offset by increases in commercial and industrial and residential segments. This resulted in a $2.7 million and $11.4 million decrease in required ACL related to the unfunded commitments for the nine months ended September 30, 2024 and 2023, respectively.
During the nine months ended September 30, 2024 and 2023, it was determined that all AFS debt securities that experienced a decline in fair value below amortized cost basis were due to noncredit-related factors. Therefore, there was no provision for credit losses recognized on AFS debt securities during the nine months ended September 30, 2024 and 2023.

64

Noninterest income
The following table sets forth the components of noninterest income for the periods indicated:
 Three Months Ended September 30,Nine Months Ended September 30,
(dollars in thousands)2024 2023 2024 2023 
Mortgage banking income$11,553 $11,998 $36,048 $36,316 
Investment services and trust income3,721 3,072 10,338 8,227 
Service charges on deposit accounts3,378 2,959 9,686 9,197 
ATM and interchange fees2,840 2,639 8,598 7,664 
Loss from investment securities, net(40,165)(14,197)(56,378)(14,156)
(Loss) gain on sales or write-downs of other real estate owned and other assets(289)115 (5)465 
Other income2,465 1,456 8,786 7,491 
Total noninterest (loss) income$(16,497)$8,042 $17,073 $55,204 
Three months ended September 30, 2024 compared to three months ended September 30, 2023
Noninterest income amounted to a $16.5 million loss for the three months ended September 30, 2024, a decrease of $24.5 million, or 305%, as compared to income of $8.0 million for the three months ended September 30, 2023. The decrease in noninterest income was driven by the net loss from investment securities.
Net loss from investment securities was $40.2 million and $14.2 million for the three months ended September 30, 2024 and 2023, respectively. The net loss from investment securities during the three months ended September 30, 2024 is the result of management’s election to sell $318.6 million of AFS debt securities to reinvest the proceeds of the sale into higher yielding AFS debt securities compared to a $14.2 million net loss on investment securities primarily related to the sale of $76.6 million of AFS debt securities during the three months ended September 30, 2023. Refer to the section “Other earnings assets” for additional information on the sale of the AFS debt securities.
Nine months ended September 30, 2024 compared to nine months ended September 30, 2023
Noninterest income amounted to $17.1 million for the nine months ended September 30, 2024, a decrease of $38.1 million, or 69%, as compared to $55.2 million for the nine months ended September 30, 2023. The decrease in noninterest income was driven by the net loss from investment securities, offset by increases in investment services and trust income and BOLI income recognized in other noninterest income.
Investment services and trust income increased $2.1 million during the nine months ended September 30, 2024 to $10.3 million as compared to $8.2 million during the nine months ended September 30, 2023. The increase is primarily attributable to fees earned from higher assets under management stemming from market value improvement and existing account growth, as well as customer acquisition efforts through a mix of financial advisors joining the Company bringing new business and the addition of new accounts by the financial advisors already at the Company.
Net loss from investment securities was $56.4 million for the nine months ended September 30, 2024 compared to a net loss of $14.2 million for the nine months ended September 30, 2023. The net loss from investment securities during the nine months ended September 30, 2024 is the result of management’s election to sell $526.4 million of AFS debt securities to reinvest the proceeds into higher yielding AFS securities compared to a $14.2 million net loss on investment securities primarily related to the sale of $76.6 million of AFS debt securities during the nine months ended September 30, 2023. Refer to the section “Other earning assets” for additional information on the sale of the AFS debt securities.
Other income increased $1.3 million to $8.8 million during the nine months ended September 30, 2024 as compared to $7.5 million during the nine months ended September 30, 2023. This increase was primarily related to a $2.1 million increase in BOLI income resulting from a cash life insurance benefit during the nine months ended September 30, 2024 offset by a $0.9 million gain during the nine months ended September 30, 2023 associated with the change in fair value of the commercial loans held for sale portfolio that was exited during the year ended December 31, 2023.
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Noninterest expense
The following table sets forth the components of noninterest expense for the periods indicated:
 Three Months Ended September 30,Nine Months Ended September 30,
(dollars in thousands)2024 2023 2024 2023 
Salaries, commissions and employee benefits$47,538 $54,491 $138,381 $155,299 
Occupancy and equipment expense6,640 6,428 19,582 18,618 
Data processing 2,486 2,338 7,180 6,796 
Advertising1,947 2,124 4,977 6,258 
Legal and professional fees1,900 1,760 5,798 7,067 
Amortization of core deposit and other intangibles719 889 2,260 2,819 
Other expense14,982 14,967 45,547 47,872 
Total noninterest expense$76,212 $82,997 $223,725 $244,729 
Three months ended September 30, 2024 compared to three months ended September 30, 2023
Noninterest expense decreased by $6.8 million, or 8%, during the three months ended September 30, 2024 to $76.2 million as compared to $83.0 million in the three months ended September 30, 2023. The decrease in noninterest expense was attributable to a decrease in salaries, commissions and employee benefits.
Salaries, commissions and employee benefits expense is the largest component of noninterest expense and is comprised of salaries and wages in addition to other employee benefit costs. During the three months ended September 30, 2024, salaries and employee benefits expense decreased $7.0 million, or 13%, to $47.5 million as compared to $54.5 million for the three months ended September 30, 2023. This change was attributable to the impact of the Company’s efficiency and scalability initiatives, as well as a $2.9 million decrease from the Company applying an updated deferral methodology for loan fees and loan origination expenses.
Nine months ended September 30, 2024 compared to nine months ended September 30, 2023
Noninterest expense decreased by $21.0 million, or 9%, during the nine months ended September 30, 2024 to $223.7 million as compared to $244.7 million in the nine months ended September 30, 2023. The decrease in noninterest expense was attributable to a decrease in salaries, commissions and employee benefits, legal and professional fees, advertising expense, and franchise tax expense recognized in other noninterest expense offset slightly by a FDIC special assessment expense.
Salaries, commissions and employee benefits expense is the largest component of noninterest expense. For the nine months ended September 30, 2024, salaries, commissions and employee benefits expense decreased $16.9 million, or 11%, to $138.4 million as compared to $155.3 million for the nine months ended September 30, 2023. This change was attributable to the impact of the Company’s efficiency and scalability initiatives, as well as a $7.8 million decrease from the Company applying an updated deferral methodology for loan fees and loan origination expenses.
Advertising expense includes expenses related to sponsorships, advertising, marketing, customer relations and business development, and public relations. During the nine months ended September 30, 2024, advertising expense decreased $1.3 million to $5.0 million compared to $6.3 million during the nine months ended September 30, 2023. This decrease was primarily attributable to marketing rebate activity with partners earned through higher transaction volumes during the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023.
Legal and professional fees decreased by $1.3 million during the nine months ended September 30, 2024 to $5.8 million as compared to $7.1 million during the nine months ended September 30, 2023. The decrease was primarily driven by the completion of internal projects in the prior year.
Other noninterest expense primarily includes mortgage servicing expenses, regulatory fees and deposit insurance assessments, software license and maintenance fees and various other miscellaneous expenses. Other noninterest expense decreased $2.3 million during the nine months ended September 30, 2024 to $45.5 million compared to $47.9 million during the nine months ended September 30, 2023. The decrease was primarily related to a $3.1 million decrease in franchise tax expense which was partially offset by $0.5 million expense related to the FDIC special assessment.
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Efficiency ratio
The efficiency ratio is one measure of productivity in the banking industry. This ratio is a measure of the cost of generating one dollar of revenue. That is, the ratio is designed to reflect the percentage of one dollar which must be expended to generate that dollar of revenue. This ratio is calculated by dividing noninterest expense by the sum of net interest income and noninterest income. For a core efficiency ratio, we exclude certain gains, losses and expenses we do not consider core to our business.
Our efficiency ratio was 85.1% and 68.8% for the three and nine months ended September 30, 2024, respectively, and 76.2% and 67.7% for the three and nine months ended September 30, 2023, respectively. Our core efficiency ratio, on a tax-equivalent basis, was 58.4% and 58.2% for the three and nine months ended September 30, 2024, respectively, and 63.1% and 63.3% the three and nine months ended September 30, 2023, respectively. See “GAAP reconciliation and management explanation of non-GAAP financial measures” in this Report for a discussion of the core efficiency ratio.
Income taxes
Income tax expense was $1.2 million and $4.0 million for the three months ended September 30, 2024 and 2023, respectively, and $18.4 million and $23.5 million for the nine months ended September 30, 2024 and 2023, respectively. This represents effective tax rates of 10.3% and 17.2% for the three months ended September 30, 2024 and 2023, respectively, and 19.1% and 20.6% for the nine months ended September 30, 2024 and 2023, respectively. The primary differences from the enacted rates are applicable state income taxes and certain expenses that are not deductible, reduced for non-taxable income. Refer to Note 7 “Income taxes” in the notes to the consolidated financial statements for additional information regarding the Company’s income tax expense and effective tax rates.
Financial condition
The following discussion of our financial condition compares balances as of September 30, 2024 and December 31, 2023.
Loan portfolio
The following table sets forth the balance and associated percentage of each class of financing receivable in our loan portfolio as of the dates indicated:
September 30,December 31,
 2024 2023 
(dollars in thousands)CommittedAmount Outstanding% of total outstandingCommittedAmount Outstanding% of total outstanding
Loan Type:    
Commercial and industrial
$3,003,498 $1,688,815 18 %$2,982,967 $1,720,733 18 %
Construction1,589,883 1,079,726 11 %2,123,177 1,397,313 15 %
Residential real estate:
1-to-4 family mortgage1,615,696 1,612,031 17 %1,569,525 1,568,552 17 %
Residential line of credit1,326,977 591,049 6 %1,231,038 530,912 6 %
Multi-family mortgage665,959 654,188 7 %627,387 603,804 6 %
Commercial real estate:
Owner-occupied1,392,083 1,324,208 14 %1,305,503 1,232,071 13 %
Non-owner occupied2,099,996 2,048,036 22 %2,026,491 1,943,525 21 %
Consumer and other497,397 480,076 5 %437,382 411,873 4 %
Total loans$12,191,489 $9,478,129 100 %$12,303,470 $9,408,783 100 %
Our loans HFI portfolio is our most significant earning asset, comprising 73.4% and 74.6% of our total assets at September 30, 2024 and December 31, 2023, respectively. Our strategy is to grow our loan portfolio by originating quality commercial and consumer type loans that comply with our credit policies and that produce revenues consistent with our financial objectives. Our overall lending approach is primarily focused on providing credit to our customers directly in the markets we serve. However, we are also party to loan syndications and participations from other banks (collectively, “participated loans”). As of September 30, 2024 and December 31, 2023, loans HFI included approximately $224.9 million and $254.6 million, respectively, related to participated loans.
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We also sell loan participations to unaffiliated third-parties as part of our credit risk management and balance sheet management strategy. During the three months ended September 30, 2024 and 2023, we sold $7.5 million and $14.5 million in loan participations, respectively. During the nine months ended September 30, 2024 and 2023, we sold $24.5 million and $30.8 million in loan participations, respectively. All loans, whether or not we act as a participant, are underwritten to the same standards as all other loans we originate. We believe our loan portfolio is well-balanced, which provides us with the opportunity to grow while monitoring our loan concentrations.
Loan concentrations are considered to exist when there are amounts loaned to a number of borrowers engaged in similar activities that would cause them to be similarly impacted by economic or other conditions. Our lending activity is heavily concentrated in the geographic market areas we serve, with the highest concentration in Tennessee. This geographic concentration subjects our loan portfolio to the general economic conditions within the state. The risks created by this concentration have been considered by management in the determination of the appropriateness of the allowance for credit losses on loans HFI. As of September 30, 2024 and December 31, 2023, there were no concentrations of loans exceeding 10% of total loans other than our geographic exposure to Tennessee and Alabama, as well as the categories of loans disclosed in the table above. We believe our loan portfolio is diversified relative to industry concentrations across the various loan portfolio categories. For additional details related to the concentrations within our loan portfolio, refer to the industry classification and collateral property type concentration tables detailed later in this section.
Banking regulators have established guidelines of less than 100% of tier 1 capital plus allowance for credit losses in construction lending and less than 300% of tier 1 capital plus allowance for credit losses in commercial real estate lending that management monitors as part of the risk management process. The construction concentration ratio is a percentage of the outstanding construction and land development loans to total tier 1 capital plus allowance for credit losses. The commercial real estate concentration ratio is a percentage of the outstanding balance of non-owner occupied commercial real estate, multifamily, and construction and land development loans to tier 1 capital plus allowance for credit losses. Management strives to operate within the thresholds set forth above. When our ratios are in excess of one or both of these guidelines, banking regulators generally require an increased level of monitoring in these lending areas by management.
The table below shows concentration ratios for the Bank and Company as of September 30, 2024 and December 31, 2023.
As a percentage (%) of tier 1 capital plus allowance for credit losses
FirstBankFB Financial Corporation
September 30, 2024
Construction69.3 %67.8 %
Commercial real estate244.5 %239.1 %
December 31, 2023
Construction93.3 %91.2 %
Commercial real estate265.1 %259.0 %
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Loan categories:
The principal categories of our loans held for investment portfolio are discussed below:
Commercial and industrial loans.
Commercial and industrial loans are typically made to small and medium-sized manufacturing, wholesale, retail and service businesses, and farmers for working capital and operating needs and business expansions. This category also includes loans secured by manufactured housing receivables made primarily to manufactured housing communities. Commercial and industrial loans generally include lines of credit and loans with maturities of five years or less. Commercial and industrial loans are generally made with operating cash flows as the primary source of repayment, but may also include collateralization by inventory, accounts receivable, equipment and personal guarantees.
Construction loans.
Construction loans include commercial construction, land acquisition and land development loans and single-family interim construction loans to small and medium-sized businesses and individuals. These loans are generally secured by the land or the real property being built and are made based on our assessment of the value of the property on an as-completed basis and repayment depends upon project completion and sale, refinancing, or operation of the real estate.
1-4 family mortgage loans.
Our residential real estate 1-4 family mortgage loans are primarily made with respect to and secured by single family homes, including manufactured homes with real estate, which are both owner-occupied and investor owned. Repayment depends primarily upon the cash flow of the borrower as well as the value of the real estate collateral.
Residential line of credit loans.
Our residential line of credit loans are primarily revolving, open-end lines of credit secured by 1-4 residential properties. Repayment depends primarily upon the cash flow of the borrower as well as the value of the real estate collateral.
Multi-family residential loans.
Our multi-family residential loans are primarily secured by multi-family properties, such as apartments and condominium buildings. Repayment depends primarily upon the cash flow of the borrower as well as the value of the real estate collateral.
Commercial real estate owner-occupied loans.
Our commercial real estate owner-occupied loans include loans to finance commercial real estate owner occupied properties for various purposes including use as offices, warehouses, production facilities, health care facilities, retail centers, restaurants, churches and agricultural based facilities. Commercial real estate owner-occupied loans are typically repaid through the ongoing business operations of the borrower.
Commercial real estate non-owner occupied loans.
Our commercial real estate non-owner occupied loans include loans to finance commercial real estate investment properties for various purposes including use as offices, warehouses, health care facilities, hotels, mixed-use residential/commercial, manufactured housing communities, retail centers, multifamily properties, assisted living facilities and agricultural based facilities. Commercial real estate non-owner occupied loans are typically repaid with the funds received from the sale or refinancing of the property or rental income from such property.
Consumer and other loans. 
Consumer and other loans include loans to individuals for personal, family and household purposes, including car, boat and other recreational vehicle loans, manufactured homes (without real estate) and personal lines of credit. Consumer loans are generally secured by vehicles and other household goods, with repayment depending primarily on the cash flow of the borrower. Other loans also include loans to states and political subdivisions in the U.S. and are repaid through tax revenues or refinancing.








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As part of our lending policy and risk management activities, we track lending exposure of commercial and industrial and owner-occupied commercial real estate by industry classification (as defined by the North American Industry Classification System) and type to determine potential risks associated with industry concentrations, and if any risk issues could lead to additional credit loss exposure. The table below provides a summary of our commercial and industrial and owner-occupied commercial real estate portfolios by industry classification.
September 30, 2024
(dollars in thousands)CommittedAmount OutstandingNonperforming
Commercial and industrial
Real estate rental and leasing$508,255 $298,075 $466 
Finance and insurance407,479 270,974 — 
Construction386,956 105,519 4,997 
Manufacturing264,815 177,027 4,479 
Information192,980 132,659 — 
Professional, scientific and technical services186,531 102,860 2,331 
Wholesale trade174,878 92,282 151 
Educational services166,043 29,091 — 
Other services (except public administration)113,673 72,358 102 
Retail trade111,667 77,198 7,257 
Administrative and support and waste management and
   remediation services		105,871 63,542 2,264 
Transportation and warehousing90,698 81,378 37 
Health care and social assistance84,012 53,490 520 
Arts, entertainment and recreation45,827 36,710 — 
Management of companies and enterprises44,537 26,221 — 
Accommodation and food services30,339 26,288 26 
Other 88,937 43,143 428 
Total $3,003,498 $1,688,815 $23,058 
Commercial real estate owner-occupied
Real estate rental and leasing$236,083 $221,943 $— 
Other services (except public administration)195,278 191,731 3,865 
Retail trade183,710 179,210 — 
Health care and social assistance128,408 125,926 225 
Manufacturing120,042 116,877 60 
Accommodation and food services105,308 104,506 — 
Transportation and warehousing73,864 59,086 — 
Construction70,906 61,799 — 
Wholesale trade69,625 66,698 — 
Professional, scientific and technical services41,154 39,280 95 
Arts, entertainment and recreation36,195 33,759 — 
Agriculture, forestry, fishing and hunting26,798 25,144 644 
Educational services20,980 18,551 — 
Management of companies and enterprises18,639 16,769 — 
Finance and insurance17,926 17,520 2,668 
Administrative and support and waste management and
   remediation services		15,149 13,483 546 
Other32,018 31,926 896 
Total $1,392,083 $1,324,208 $8,999 
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Additionally, we track our lending exposure of non-owner occupied commercial real estate and construction by collateral property type to determine potential risks associated with collateral types, and if any risk issues could lead to additional credit loss exposure.
The table below provides a summary of our non-owner occupied commercial real estate and construction loan portfolios by collateral property type.
September 30, 2024
(dollars in thousands)CommittedAmount OutstandingNonperforming
Commercial real estate non-owner occupied
Retail$505,372 $491,584 $3,866 
Office357,751 346,093 23 
Warehouse and industrial328,025 310,647 — 
Hotel310,401 310,169 2,678 
Assisted living and special care facilities141,652 141,233 — 
Self-storage135,755 134,081 — 
Land-mobile home park112,683 108,770 — 
Healthcare facility83,663 83,308 — 
Restaurants, bars and event venues39,809 37,944 — 
Recreation, sports and entertainment30,357 30,357 — 
Other 54,528 53,850 — 
Total $2,099,996 $2,048,036 $6,567 
Construction
Consumer:
Construction$168,485 $120,225 $2,751 
Land40,463 36,616 — 
Commercial:
Land279,959 235,560 1,654 
Multi-family217,827 139,848 — 
Office26,893 15,972 6,151 
Recreation, sports and entertainment18,252 5,836 — 
Convenience store and gas station17,192 12,681 — 
Retail14,389 13,267 — 
Self-storage11,149 5,544 — 
Car wash3,975 3,975 — 
Other24,466 8,868 — 
Residential Development:
Construction624,298 371,975 990 
Land109,182 76,006 — 
Lots33,353 33,353 — 
Total $1,589,883 $1,079,726 $11,546 




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Loan maturity and sensitivities
The following table presents the contractual maturities of our loan portfolio as of September 30, 2024. Loans with scheduled maturities are reported in the maturity category in which the payment is due. Demand loans with no stated maturity and overdrafts are reported in the “due in 1 year or less” category. Loans that have adjustable rates are shown as amortizing to final maturity rather than when the interest rates are next subject to change. The tables do not include prepayment assumptions or scheduled repayments.
September 30, 2024
Loan type (dollars in thousands)Maturing in one
year or less		Maturing in one
to five years		Maturing in
five to fifteen years		Maturing after
fifteen years		Total
Commercial and industrial$737,069 $822,003 $128,991 $752 $1,688,815 
Construction612,612 404,083 60,638 2,393 1,079,726 
Residential real estate:
1-to-4 family mortgage84,252 463,065 214,711 850,003 1,612,031 
Residential line of credit60,311 99,751 430,859 128 591,049 
Multi-family mortgage79,684 430,987 114,795 28,722 654,188 
Commercial real estate:
Owner-occupied144,441 788,045 374,420 17,302 1,324,208 
Non-owner occupied182,661 1,191,033 661,681 12,661 2,048,036 
Consumer and other29,904 69,168 82,092 298,912 480,076 
Total ($)$1,930,934 $4,268,135 $2,068,187 $1,210,873 $9,478,129 
Total (%)20.4 %45.0 %21.8 %12.8 %100.0 %
For loans due after one year or more, the following table presents the interest rate composition for loans outstanding as of September 30, 2024.
September 30, 2024
Loan type (dollars in thousands)Fixed
interest rate		Floating
interest rate		Total
Commercial and industrial$414,481 $537,265 $951,746 
Construction122,953 344,161 467,114 
Residential real estate:
1-to-4 family mortgage1,152,011 375,768 1,527,779 
Residential line of credit4,161 526,577 530,738 
Multi-family mortgage342,022 232,482 574,504 
Commercial real estate:
Owner-occupied832,662 347,105 1,179,767 
Non-owner occupied966,952 898,423 1,865,375 
Consumer and other424,680 25,492 450,172 
Total ($)$4,259,922 $3,287,273 $7,547,195 
Total (%)56.4 %43.6 %100.0 %
The following table presents the contractual maturities of our loan portfolio segregated into fixed and floating interest rate loans as of September 30, 2024.
September 30, 2024
Contractual maturity (dollars in thousands)Fixed
interest rate		Floating
interest rate		Total
One year or less$550,570$1,380,364$1,930,934
One to five years2,413,6851,854,4504,268,135
Five to fifteen years989,2511,078,9362,068,187
Over fifteen years856,986353,8871,210,873
Total ($)$4,810,492$4,667,637$9,478,129
Total (%)50.8 %49.2 %100.0 %


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Of the loans shown above with floating interest rates as of September 30, 2024, many have interest rate floors as follows:
Loans with interest rate floors (dollars in thousands)Maturing in one year or less Weighted average level of support (bps) Maturing in one to five years Weighted average level of support (bps) Maturing in five years to fifteen years Weighted average level of support (bps) Maturing after
fifteen years		Weighted average level of support (bps)TotalWeighted average level of support (bps)
Loans with
   current rates
   above floors:
1-25 bps$1,120 25 $9,395 20 $— — $1,950 25 $12,465 22 
26-50 bps14,490 50 18,335 36 12,642 47 — — 45,467 43 
51-75 bps2,555 75 18,515 66 2,774 68 3,525 63 27,369 67 
76-100 bps14,260 100 35,706 90 6,784 100 1,749 83 58,499 94 
101-200 bps75,588 179 174,774 162 57,647 161 9,395 164 317,404 166 
201-300 bps114,805 259 226,774 252 138,872 248 25,903 244 506,354 252 
301-400 bps368,409 376 268,431 363 184,998 360 33,831 367 855,669 368 
401-500 bps431,013 459 478,397 462 433,448 456 65,845 454 1,408,703 459 
501-600 bps9,737 525 7,492 539 26,080 553 178,363 517 221,672 522 
601 bps and
   above		452 687 21,512 697 8,792 690 2,178 792 32,934 370 
Total loans with
    current rates
    above floors		$1,032,429 375 $1,259,331 340 $872,037 378 $322,739 447 $3,486,536 370 
Loans at interest
    rate floors
    providing
    support:
1-25 bps$— — $16 10 $531 15 $— — $547 15 
26-50 bps900 50 — — 393 50 132 50 1,425 50 
51-75 bps399 75 38 65 — — — — 437 74 
76-100 bps— — 1,888 100 — — — — 1,888 100 
101-200 bps— — 698 136 — — — — 698 136 
Total loans at
    interest rate
    floors
    providing
    support		$1,299 58 $2,640 108 $924 30 $132 50 $4,995 79 
Asset quality
In order to operate with a sound risk profile, we focus on originating loans that we believe to be of high quality. We have established loan approval policies and procedures to assist us in maintaining the overall quality of our loan portfolio. When delinquencies in our loans exist, we rigorously monitor the levels of such delinquencies for any negative or adverse trends. From time to time, we may modify loans to extend the term or make other concessions, including interest rate reduction, a term extension, principal forgiveness, payment deferral, or a combination thereof, to help a borrower with a deteriorating financial condition stay current on their loan and to avoid foreclosure. Furthermore, we are committed to collecting on all of our loans. This practice leads to higher recoveries in the long-term.
Nonperforming assets
Our nonperforming assets consist of nonperforming loans, other real estate owned and other repossessed non-earning assets. As of September 30, 2024 and December 31, 2023, we had $127.3 million and $86.5 million, respectively, in nonperforming assets. Nonperforming loans are those on which the accrual of interest has stopped, as well as loans that are contractually 90 days past due on which interest continues to accrue. Accrued interest receivable written off as an adjustment to interest income amounted to $0.1 million and $0.3 million for the three months ended September 30, 2024 and 2023, respectively. Accrued interest receivable written off as an adjustment to interest income amounted to $0.5 million and $0.7 million for the nine months ended September 30, 2024 and 2023, respectively. Additionally, we had net interest recoveries on nonperforming assets previously charged off of $0.1 million and $0.6 million for the three months ended September 30, 2024 and 2023, respectively, and $1.1 million and $1.0 million for the nine months ended September 30, 2024 and 2023, respectively.
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Nonperforming loans HFI increased by $29.9 million to $90.8 million as of September 30, 2024 compared to $60.9 million as of December 31, 2023. The increase in nonperforming loans primarily occurred in our 1-4 family mortgage residential real estate and construction portfolios.
As of September 30, 2024 and December 31, 2023, we had $30.5 million and $21.2 million, respectively, of delinquent GNMA optional repurchase loans previously sold included on our consolidated balance sheets in loans held for sale. These are considered nonperforming assets as we do not earn any interest on the unexercised option to repurchase these loans.
As of both September 30, 2024 and December 31, 2023, other real estate owned included $0.1 million of excess land and facilities held for sale resulting from our prior acquisitions. Other repossessed assets also included other repossessed non-real estate amounting to $2.2 million and $1.1 million as of September 30, 2024 and December 31, 2023, respectively.
The following table provides details of our nonperforming assets, the ratio of such loans and other nonperforming assets to total assets, and certain other related information as of the dates presented:
September 30,December 31,
(dollars in thousands)2024 20232023 
Loan Type:  
Commercial and industrial$23,058 $12,108 $21,730 
Construction11,546 2,454 3,037 
Residential real estate:
1-to-4 family mortgage23,848 18,020 16,073 
Residential line of credit1,558 2,490 2,473 
Multi-family mortgage25 35 32 
Commercial real estate:
Owner-occupied8,999 3,521 3,188 
Non-owner occupied6,567 5,402 3,351 
Consumer and other15,234 10,497 11,039 
Total nonperforming loans HFI$90,835 $54,527 $60,923 
Commercial loans held for sale— 9,260 — 
Mortgage loans held for sale(1)
30,537 22,074 21,229 
Other real estate owned3,779 1,504 3,192 
Other repossessed assets2,182 1,300 1,139 
Total nonperforming assets$127,333 $88,665 $86,483 
Nonperforming loans HFI as a percentage of total loans HFI0.96 %0.59 %0.65 %
Nonperforming assets as a percentage of total assets0.99 %0.71 %0.69 %
Nonaccrual loans HFI as a percentage of loans HFI0.68 %0.46 %0.51 %
(1) Represents optional right to repurchase government guaranteed GNMA mortgage loans previously sold that have become past due greater than 90 days.
We have evaluated our loans HFI classified as nonperforming and believe all nonperforming loans have been adequately reserved for in the allowance for credit losses on loans HFI as of September 30, 2024 and December 31, 2023. Management also continually monitors past due loans for potential credit quality deterioration. Loans not considered nonperforming include loans 30-89 days past due that continue to accrue interest amounting to $40.5 million at September 30, 2024 as compared to $47.0 million at December 31, 2023. The decrease from December 31, 2023 to September 30, 2024 primarily occurred within our construction and commercial real estate non-owner occupied portfolios.
74

Allowance for credit losses
The allowance for credit losses represents the portion of the loan’s amortized cost basis that we do not expect to collect due to credit losses over the loan’s life, considering past events, current conditions, and reasonable and supportable forecasts of future economic conditions. Loan losses are charged against the allowance when we believe the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance. The allowance for credit losses is based on the loan’s amortized cost basis, excluding accrued interest receivable, as we promptly charge off uncollectible accrued interest receivable.
We calculate our expected credit loss using a lifetime loss rate methodology. We utilize probability-weighted forecasts, which consider multiple macroeconomic variables from Moody’s that are applicable to each type of loan. See Note 1, “Basis of presentation,” in the notes to our consolidated financial statements in our Annual Report that was filed with the SEC on February 27, 2024 for additional information regarding our methodology.
The following table presents the allocation of the allowance for credit losses on loans HFI by loan category as well as the ratio of loans by loan category compared to the total loan portfolio as of the dates indicated: 
September 30,December 31,
20242023
(dollars in thousands)AmountACL
as a % of loans HFI category		AmountACL
as a % of loans HFI category
Loan Type:
Commercial and industrial$24,133 1.43 %$19,599 1.14 %
Construction30,558 2.83 %35,372 2.53 %
Residential real estate:
   1-to-4 family mortgage25,979 1.61 %26,505 1.69 %
   Residential line of credit10,724 1.81 %9,468 1.78 %
   Multi-family mortgage9,644 1.47 %8,842 1.46 %
Commercial real estate:
   Owner-occupied11,567 0.87 %10,653 0.86 %
   Non-owner occupied24,641 1.20 %22,965 1.18 %
Consumer and other19,014 3.96 %16,922 4.11 %
    Total allowance for credit losses on loans HFI$156,260 1.65 %$150,326 1.60 %

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The following table summarizes activity in our allowance for credit losses on loans HFI during the periods indicated:
 Three Months Ended September 30,Nine Months Ended September 30,Year Ended December 31,
(dollars in thousands)2024 2023 2024 2023 2023 
Allowance for credit losses on loans HFI at beginning of period$155,055 $140,664 $150,326 $134,192 $134,192 
Charge-offs:
Commercial and industrial(90)(154)(159)(211)(462)
Construction— — (92)— — 
Residential real estate:
1-to-4 family mortgage(2)(4)(295)(36)(46)
Residential line of credit(53)— (73)— — 
Commercial real estate:
Owner-occupied— — — (144)(144)
Consumer and other(770)(638)(2,136)(2,064)(2,851)
Total charge-offs$(915)$(796)$(2,755)$(2,455)$(3,503)
Recoveries:
Commercial and industrial$23 $112 $57 $192 $273 
Construction— — — 10 10 
Residential real estate:
1-to-4 family mortgage9 16 75 56 100 
Residential line of credit18 1 18 1 1 
Commercial real estate:
Owner-occupied12 13 240 95 109 
Non-owner occupied— — — — 1,833 
Consumer and other202 93 651 440 573 
Total recoveries$264 $235 $1,041 $794 $2,899 
Net charge-offs(651)(561)(1,714)(1,661)(604)
Provision for credit losses on loans HFI1,856 6,031 7,648 13,603 16,738 
Allowance for credit losses on loans HFI at the end of
    period		$156,260 $146,134 $156,260 $146,134 $150,326 
Ratio of annualized net charge-offs during the period
    to average loans outstanding during the period		(0.03)%(0.02)%(0.02)%(0.02)%(0.01)%
Allowance for credit losses on loans HFI as a
   percentage of loans 		1.65 %1.57 %1.65 %1.57 %1.60 %
Allowance for credit losses on loans HFI as a
   percentage of nonaccrual loans HFI		241.9 %340.8 %241.9 %340.8 %311.7 %
Allowance for credit losses on loans HFI as a
   percentage of nonperforming loans 		172.0 %268.0 %172.0 %268.0 %246.7 %

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The following tables details our provision for (reversal of) credit losses on loans HFI and net (charge-offs) recoveries to average loans HFI outstanding by loan category during the periods indicated:
 Provision for (reversal of) credit losses on loans HFINet (charge-offs) recoveriesAverage loans HFIRatio of annualized net (charge-offs) recoveries to average loans HFI
(dollars in thousands)
Three months ended September 30, 2024
Commercial and industrial$1,670 $(67)$1,640,508 (0.02)%
Construction(3,612)— 1,143,612 — %
Residential real estate:
1-to-4 family mortgage341 7 1,594,875 — %
Residential line of credit662 (35)573,962 (0.02)%
Multi-family mortgage834 — 617,951 — %
Commercial real estate:
Owner-occupied243 12 1,287,095 — %
Non-owner occupied98 — 2,045,146 — %
Consumer and other1,620 (568)459,788 (0.49)%
Total$1,856 $(651)$9,362,937 (0.03)%
Three months ended September 30, 2023
Commercial and industrial$6,293 $(42)$1,670,570 (0.01)%
Construction(2,025)— 1,576,975 — %
Residential real estate:
1-to-4 family mortgage(1,724)12 1,549,929 — %
Residential line of credit(23)1 508,509 — %
Multi-family mortgage20 — 513,579 — %
Commercial real estate:
Owner-occupied2,046 13 1,180,755 — %
Non-owner occupied(130)— 1,891,470 — %
Consumer and other1,574 (545)388,743 (0.56)%
Total$6,031 $(561)$9,280,530 (0.02)%
Nine Months Ended September 30, 2024
Commercial and industrial$4,636 $(102)$1,646,771 (0.01)%
Construction(4,722)(92)1,231,310 (0.01)%
Residential real estate:
1-to-4 family mortgage(306)(220)1,581,697 (0.02)%
Residential line of credit1,311 (55)554,235 (0.01)%
Multi-family mortgage802 — 621,897 — %
Commercial real estate:
Owner-occupied674 240 1,257,455 0.03 %
Non-owner occupied1,676 — 2,007,605 — %
Consumer and other3,577 (1,485)436,972 (0.45)%
Total$7,648 $(1,714)$9,337,942 (0.02)%
Nine Months Ended September 30, 2023
Commercial and industrial$6,475 $(19)$1,674,103 — %
Construction(1,923)10 1,650,585 — %
Residential real estate:
1-to-4 family mortgage(466)20 1,559,052 — %
Residential line of credit1,668 1 503,558 — %
Multi-family mortgage358 — 499,082 — %
Commercial real estate:
Owner-occupied2,792 (49)1,153,056 (0.01)%
Non-owner occupied831 — 1,922,824 — %
Consumer and other3,868 (1,624)375,672 (0.58)%
Total$13,603 $(1,661)$9,337,932 (0.02)%
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 Provision for (reversal of) credit losses on loans HFINet (charge-offs) recoveriesAverage loans HFIRatio of annualized net (charge-offs) recoveries to average loans HFI
(dollars in thousands)
Year Ended December 31, 2023
Commercial and industrial$8,682 $(189)$1,678,832 (0.01)%
Construction(4,446)10 1,594,317 — %
Residential real estate:
1-to-4 family mortgage310 54 1,558,477 — %
Residential line of credit1,973 1 507,884 — %
Multi-family mortgage2,352 — 519,554 — %
Commercial real estate:
Owner occupied2,905 (35)1,169,680 — %
Non-owner occupied(784)1,833 1,925,759 0.10 %
Consumer and other5,746 (2,278)381,474 (0.60)%
Total$16,738 $(604)$9,335,977 (0.01)%
The ACL on loans HFI was $156.3 million and $150.3 million and represented 1.65% and 1.60% of loans HFI as of September 30, 2024 and December 31, 2023, respectively. For further information related to the change in the ACL refer to “Provision for credit losses” section herein and Note 3, “Loans and allowance for credit losses on loans HFI” in the notes to our consolidated financial statements.
For the three months ended September 30, 2024, we experienced net charge-offs of $0.7 million, or 0.03% of average loans HFI, compared to net charge-offs of $0.6 million, or 0.02% for the three months ended September 30, 2023. For both the nine months ended September 30, 2024 and 2023, we experienced net charge-offs of $1.7 million, or 0.02% of average loans HFI. Our ratio of total nonperforming loans HFI as a percentage of total loans HFI increased by 31 basis points to 0.96% as of September 30, 2024 compared to December 31, 2023.
Management has made an effort to reduce exposure to construction lending during three and nine months ended September 30, 2024. The reduction in construction balances and related allowance offset some of the additional allowance needed related to growth in other loan segments.
We also maintain an allowance for credit losses on unfunded commitments, which decreased to $6.0 million as of September 30, 2024 from $8.8 million as of December 31, 2023 due to a 6.26% or $181.3 million decrease in unfunded loan commitments during the period. Notably, there was a $215.7 million decrease in unfunded loan commitments in our construction segment, which resulted in a $2.7 million decrease in required ACL related to unfunded construction commitments. Our unfunded commitments in our construction loan category decreased as a result of management's concentrated effort to reduce commitments in specific categories judged to be inherently higher risk considering the current and projected economic conditions. The decrease in ACL related to unfunded construction commitment was primarily offset by increases in our ACL related to unfunded commercial and industrial and residential line of credit commitments.
Loans held for sale
Mortgage loans held for sale consisted of $72.6 million of residential real estate mortgage loans in the process of being sold to third-party private investors or government sponsored agencies and $30.5 million of GNMA optional repurchase loans. This compares to $46.6 million of residential real estate mortgage loans in the process of being sold to third-party private investors or government sponsored agencies and $21.2 million of GNMA optional repurchase loans as of December 31, 2023.






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Deposits
Deposits represent the Bank’s primary source of funding. We continue to focus on growing core customer deposits through our relationship driven banking philosophy, community-focused marketing programs and our treasury management services.
Total deposits were $10.98 billion and $10.55 billion as of September 30, 2024 and December 31, 2023, respectively. Noninterest-bearing deposits at September 30, 2024 and December 31, 2023 were $2.23 billion and $2.22 billion, respectively, while interest-bearing deposits were $8.75 billion and $8.33 billion at September 30, 2024 and December 31, 2023, respectively.
Our noninterest-bearing deposits include mortgage escrow deposits which increased to $126.9 million as of September 30, 2024 from $63.6 million as of December 31, 2023. This increase was slightly offset by a migration to interest-yielding products such as interest-bearing checking deposits, which increased by $249.8 million from December 31, 2023.
In addition to customers seeking higher rates on noninterest-bearing deposit balances, customers also migrated from money market account balances to interest-bearing checking accounts. Money market and savings deposits decreased by $106.4 million from December 31, 2023.
Our deposits from municipal and governmental entities, also known as public funds, decreased by $184.6 million during the period within the interest-bearing checking category. The decrease in public funds was due to management’s decision to not renew certain maturing public deposits due to rising costs of these deposits.
Additionally, customer time deposits decreased by $91.7 million from December 31, 2023 which was largely driven by three large depositor relationship customers shifting deposits away from the bank for higher yields; however, each of the customers still maintain a relationship with us.
Brokered and internet time deposits increased by $368.4 million to $519.2 million as of September 30, 2024 compared to December 31, 2023. The increase was driven by an issuance of brokered deposits of $369.1 million at an average coupon of 4.15% as we took advantage of favorable relative terms available during the quarter.
Our deposit base may include certain deposits from related parties as disclosed within Note 14, “Related party transactions” in the notes to our consolidated financial statements included in this Report.
As a result of the changing interest rate environment and the shift in our deposit composition, we have experienced an increase in our cost of interest-bearing deposits and a decrease in our total deposits. Average deposit balances by type, together with the average rates per period are reflected in the average balance sheet amounts, interest paid, and rate analysis tables included in this management’s discussion and analysis under the subheading “Results of operations” discussion.













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The following table sets forth the distribution by type of our deposit accounts as of the dates indicated:
September 30,December 31,
2024 2023 
(dollars in thousands)Amount% of total deposits
Average rate(1)
Amount% of total deposits
Average rate(1)
Deposit Type
Noninterest-bearing demand$2,226,144 20 %— %$2,218,382 21 %— %
Interest-bearing demand2,754,253 25 %3.09 %2,504,421 24 %2.86 %
Money market3,744,610 34 %3.93 %3,819,814 36 %3.53 %
Savings deposits353,886 3 %0.07 %385,037 4 %0.06 %
Customer time deposits1,378,118 13 %3.96 %1,469,811 14 %3.15 %
Brokered and internet time deposits519,200 5 %5.11 %150,822 1 %5.27 %
Total deposits$10,976,211 100 %2.79 %$10,548,287 100 %2.39 %
Customer Time Deposits(2)
0.00-1.00%$32,899 3 %$62,464 4 %
1.01-2.00%70,979 5 %114,521 8 %
2.01-3.00%40,861 3 %51,346 4 %
3.01-4.00%127,294 9 %268,550 18 %
4.01-5.00%1,021,880 74 %812,781 55 %
Above 5.00%84,205 6 %160,149 11 %
Total customer time deposits$1,378,118 100 %$1,469,811 100 %
Brokered and Internet Time Deposits(2)
0.00-1.00%$— — %$99 — %
1.01-2.00%— — %— — %
2.01-3.00%— — %248 — %
3.01-4.00%169,088 33 %— — %
4.01-5.00%200,000 38 %— — %
Above 5.00%150,112 29 %150,475 100 %
Total brokered and internet time deposits$519,200 100 %$150,822 100 %
Total time deposits$1,897,318 $1,620,633 
(1) Average rates are presented for the nine months ended September 30, 2024 and the year ended December 31, 2023, respectively.
(2) Rates are presented as of period-end.
Further details related to our deposit customer base is presented below as of the dates indicated:
September 30,December 31,
2024 2023 
(dollars in thousands)Amount% of total deposits Amount% of total deposits
Deposits by customer segment(1)
Consumer$4,676,492 43 %$4,880,890 46 %
Commercial4,886,660 45 %4,069,724 39 %
Public1,413,059 12 %1,597,673 15 %
Total deposits$10,976,211 100 %$10,548,287 100 %
(1) Segments are determined based on the customer account level.







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The tables below set forth maturity information on time deposits and amounts in excess of the FDIC insurance limit as of September 30, 2024:
(dollars in thousands)AmountWeighted average interest rate at period end
Time deposits of $250 and less    
Months to maturity:
Three or less$335,506 4.19 %
Over Three to Six351,813 4.25 %
Over Six to Twelve438,118 4.14 %
Over Twelve319,260 3.75 %
Total$1,444,697 4.09 %
Time deposits of greater than $250
Months to maturity:
Three or less$126,953 4.51 %
Over Three to Six125,210 4.46 %
Over Six to Twelve174,473 4.30 %
Over Twelve25,985 3.58 %
Total$452,621 4.36 %
Uninsured deposits are defined as the portion of deposit accounts in U.S. offices that exceed the FDIC insurance limit and amounts in any other uninsured investment or deposit account that are classified as deposits and are not subject to any federal or state deposit insurance regimes. Collateralized deposits are included within our total uninsured deposits.
Further details related to our estimated insured or collateralized deposits and uninsured and uncollateralized deposits is presented below as of the dates indicated:
September 30,December 31,
2024 2023 
Estimated insured or collateralized deposits(1)
$7,654,786 $7,414,224 
Estimated uninsured and uncollateralized deposits(1)
$3,321,425 $3,134,063 
Estimated uninsured and uncollateralized deposits as a % of total deposits(1)
30.3 %29.7 %
Estimated uninsured deposits(2)
$4,792,505 $4,899,349 
(1) Amounts are shown on a fully consolidated basis and exclude deposits of affiliates that are eliminated in consolidation.
(2) Amounts are shown on an unconsolidated basis consistent with regulatory reporting requirements.

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Other earning assets
Securities purchased under agreements to resell (“reverse repurchase agreements”)
We enter into agreements with certain customers to purchase investment securities under agreements to resell at specific dates in the future. This investment deploys some of our liquidity position into an instrument that improves the return on those funds. Securities purchased under agreements to resell totaled $60.2 million and $47.8 million at September 30, 2024 and December 31, 2023, respectively.
Federal Funds Sold
Federal funds may fluctuate from period to period depending upon our liquidity position at the time and our strategy for deploying liquidity. Federal funds sold totaled $37.1 million and $35.5 million at September 30, 2024 and December 31, 2023, respectively.
AFS debt securities portfolio
Our investment portfolio objectives include maximizing total return after other primary objectives are achieved such as, but not limited to, providing liquidity, capital preservation, and pledging collateral for certain deposit types, various lines of credit and other borrowings. The investment objectives guide the portfolio allocation among security types, maturities, and other attributes.
The fair value of our AFS debt securities portfolio was $1.57 billion and $1.47 billion as of September 30, 2024 and December 31, 2023, respectively. Included in the fair value of AFS debt securities were net unrealized losses of $105.2 million and $186.8 million as of September 30, 2024 and December 31, 2023, respectively. Current net unrealized losses are due to interest rate increases.
During the three months ended September 30, 2024, we sold $318.5 million of AFS debt securities with a weighted average yield of 2.25% and reinvested the proceeds of the sales into AFS securities with a weighted average yield of 5.25%. The sales resulted in a loss on securities of $40.2 million. We primarily sold low yielding mortgage-backed securities and municipal securities. Including the reinvestment of these proceeds into higher yielding U.S. government agency and mortgage-backed securities, we purchased $457.4 million of AFS debt securities during the three months ended September 30, 2024. Maturities, prepayments and calls of AFS debt securities totaled $89.9 million for the three months ended September 30, 2024.
During the nine months ended September 30, 2024, we sold $526.4 million of AFS debt securities, resulting in a loss on securities of $56.4 million. We primarily sold fixed rate, deeply discounted mortgage bonds and low yielding municipal bonds and reinvested the proceeds into U.S. government agency AFS debt securities and a blend of fixed and floating rate securities to achieve the best accretion profile for the Bank. Including the reinvestment of these proceeds, we purchased $824.0 million of AFS debt securities during the nine months ended September 30, 2024. Maturities, prepayments and calls of AFS debt securities totaled $224.1 million for the nine months ended September 30, 2024.
During the three and nine months ended September 30, 2023, we sold $76.6 million of AFS debt securities, contributing to a net loss on securities of $14.2 million. During the three and nine months ended September 30, 2023, we purchased $92.9 million and $93.8 million of AFS debt securities, respectively. During the three and nine months ended September 30, 2023, maturities, prepayments and calls of AFS debt securities totaled $33.0 million and $91.4 million, respectively.








82

The following table sets forth the fair value, scheduled maturities and weighted average yields for our AFS debt securities portfolio as of the dates indicated below:
September 30,
December 31,
 2024 2023 
(dollars in thousands)Fair value% of total investment securities
Weighted average yield (1)
Fair value% of total investment securities
Weighted average yield (1)
U.S. Treasury securities:
Maturing within one year$— — %— %$61,466 4.2 %2.50 %
Maturing in one to five years— — %— %47,030 3.2 %1.59 %
Maturing in five to ten years— — %— %— — %— %
Maturing after ten years— — %— %— — %— %
Total U.S. Treasury securities— — %— %108,496 7.4 %2.10 %
U.S. government agency securities:
Maturing within one year— — %— %— — %— %
Maturing in one to five years— — %— %13,094 0.9 %1.96 %
Maturing in five to ten years213,073 13.6 %5.76 %6,000 0.4 %6.40 %
Maturing after ten years303,760 19.4 %5.95 %184,862 12.6 %6.23 %
Total U.S. government agency securities516,833 33.0 %5.87 %203,956 13.9 %5.96 %
Municipal securities:
Maturing within one year1,892 0.1 %3.14 %2,813 0.2 %2.23 %
Maturing in one to five years3,161 0.2 %3.29 %11,677 0.8 %5.85 %
Maturing in five to ten years15,403 1.0 %3.22 %40,304 2.7 %3.60 %
Maturing after ten years133,773 8.5 %2.91 %187,469 12.7 %2.94 %
Total municipal securities154,229 9.8 %2.95 %242,263 16.4 %3.00 %
Mortgage-backed securities - residential and commercial:
Maturing within one year2,226 0.1 %3.35 %126 — %1.57 %
Maturing in one to five years356 — %2.16 %3,239 0.2 %2.91 %
Maturing in five to ten years14,878 0.9 %2.77 %33,121 2.3 %2.97 %
Maturing after ten years878,418 56.1 %3.31 %877,446 59.6 %1.86 %
Total mortgage-backed securities - residential and commercial895,878 57.1 %3.31 %913,932 62.1 %1.90 %
Corporate securities:
Maturing within one year— — %— %— — %— %
Maturing in one to five years982 0.1 %2.78 %— — %— %
Maturing in five to ten years— — %— %3,326 0.2 %4.33 %
Maturing after ten years— — %— %— — %— %
Total corporate securities982 0.1 %2.78 %3,326 0.2 %4.33 %
          Total AFS debt securities$1,567,922 100.0 %4.12 %$1,471,973 100.0 %2.66 %
(1)Yields on a tax-equivalent basis.

Borrowed funds
Deposits are the primary source of funds for our lending activities and general business purposes. However, we may also obtain advances from the FHLB, borrow from the Federal Reserve’s Discount Window, one-off borrowing programs from the Federal Reserve, purchase federal funds and engage in overnight borrowing with correspondent banks, or enter into client repurchase agreements. We also use these sources of funds as part of our asset liability management process to control our long-term interest rate risk exposure, even if it may increase our short-term cost of funds.
Our level of short-term borrowing can fluctuate on a daily basis depending on funding needs and the sources of funds to satisfy those needs, in addition to the overall interest rate environment and cost of public funds.
Securities sold under agreements to repurchase and federal funds purchased
We enter into agreements with certain customers to sell certain securities under agreements to repurchase the security the following day. These agreements are made to provide customers with comprehensive treasury management products
83

as a short-term return for their excess funds. Securities sold under agreements to repurchase totaled $19.7 million and $19.3 million at September 30, 2024 and December 31, 2023, respectively.
We also maintain lines with certain correspondent banks that provide borrowing capacity in the form of federal funds purchased. Federal funds purchased are short-term borrowings that typically mature within one to ninety days. Borrowings against these lines (i.e., federal funds purchased) totaled $89.4 million as of December 31, 2023. There were no such borrowings as of September 30, 2024.
FHLB short-term advances
As a member of the FHLB system, we may utilize advances from the FHLB in order to provide additional liquidity and funding. Under these short-term agreements, we maintain a line of credit that as of September 30, 2024 and December 31, 2023 had total borrowing capacity of $1.36 billion and $1.76 billion, respectively. As of September 30, 2024 and December 31, 2023, we had qualifying loans pledged as collateral securing these lines amounting to $2.53 billion and $3.01 billion, respectively. There were no FHLB advances outstanding as of September 30, 2024 or December 31, 2023.
Bank Term Funding Program
In March 2023, the Federal Reserve established the Bank Term Funding Program to make available funding to eligible depository institutions in order to help assure they have the ability to meet the needs of their depositors following the March 2023 high-profile bank failures. The program allows for advances for up to one year secured by eligible high-quality securities at par value extended at the one-year overnight index swap rate, plus 10 basis points, as of the day the advance is made. The interest rate is fixed for the term of the advance and there are no prepayment penalties. The BTFP ceased extending new borrowings on March 11, 2024. As of December 31, 2023, we had outstanding borrowings of $130.0 million under the BTFP at a borrowing rate of 4.85% with a maturity date of December 26, 2024. During the three months ended September 30, 2024, we repaid the $130.0 million borrowings in full.
Subordinated debt
During the year ended December 31, 2003, we formed two separate trusts which issued $9.0 million and $21.0 million of floating rate trust preferred securities as part of a pooled offering of such securities. We issued junior subordinated debentures of $9.3 million, which included proceeds of common securities which we purchased for $0.3 million, and junior subordinated debentures of $21.7 million which included proceeds of common securities of $0.7 million. The trusts were created for the sole purpose of issuing 30-year capital trust preferred securities to fund the purchase of junior subordinated debentures issued by us. Both issuances were to the trusts in exchange for the proceeds of the securities offerings, which represent the sole asset of the trusts.
Additionally, during the year ended December 31, 2020, we placed $100.0 million of ten year fixed-to-floating rate subordinated notes, maturing September 1, 2030.
Further information related to our subordinated debt as of September 30, 2024 is detailed below:
(dollars in thousands)Year establishedMaturity Call dateTotal debt outstanding Interest rate Coupon structure
Subordinated debt issued by trust preferred securities:
  FBK Trust I (1)
200306/09/2033
6/09/2008
$9,280 8.12%
3-month SOFR plus 3.51%
  FBK Trust II (1)
200306/26/2033
6/26/2008
21,650 8.07%
3-month SOFR plus 3.41%
Additional subordinated debt:
  FBK subordinated debt I(2)
202009/01/2030
9/1/2025
100,000 4.50%
Semi-annual fixed(3)
      Unamortized debt issuance costs(322)
        Total subordinated debt, net$130,608 
(1)The Company classifies $30.0 million of the Trusts' subordinated debt as Tier 1 capital.
(2)The Company classifies the issuance, net of unamortized issuance costs as Tier 2 capital, which will be phased out 20% per year in the final five years before maturity. 
(3)Beginning on September 1, 2025 the coupon structure migrates to the 3-month SOFR plus a spread of 439 basis points through the end of the term of the debenture.
Other borrowings
Other borrowings on our consolidated balance sheets includes our finance lease liability totaling $1.3 million as of both September 30, 2024 and December 31, 2023. In addition, other borrowings on our consolidated balance sheets include
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guaranteed rebooked GNMA loans previously sold that have become past due over 90 days and are eligible for repurchase totaling $30.5 million and $21.2 million as of September 30, 2024 and December 31, 2023, respectively. See Note 5, “Leases” and Note 10, “Fair value of financial instruments” within the notes to our consolidated financial statements herein for additional information regarding our finance lease and guaranteed GNMA loans eligible for repurchase, respectively.
Liquidity and capital resources
We are expected to maintain adequate liquidity at the Bank to meet the cash flow requirements of clients who may be either depositors wishing to withdraw funds or borrowers needing assurance that sufficient funds will be available to meet their credit needs. Our Liquidity Policy is intended to cause the Bank to maintain adequate liquidity and, therefore, enhance our ability to raise funds to support asset growth, meet deposit withdrawals and lending needs and otherwise sustain our operations. We accomplish this through management of the maturities of our interest-earning assets and interest-bearing liabilities. We believe that our present position is adequate to meet our current and future liquidity needs.
We continuously monitor our liquidity position to ensure that assets and liabilities are managed in a manner that will meet all of our short-term and long-term cash requirements. We manage our liquidity position to meet the daily cash flow needs of clients, while maintaining an appropriate balance between assets and liabilities to optimize our net interest margin. We also monitor our liquidity requirements in light of interest rate trends, changes in the economy and the scheduled maturity and interest rate sensitivity of the investment and loan portfolios and deposits.
As part of our liquidity management strategy, we focus on minimizing our costs of liquidity and attempt to decrease these costs by growing our noninterest-bearing and other low-cost deposits, while replacing higher cost funding sources. While we do not control the types of deposit instruments our clients choose, we do influence those choices with the rates and the deposit specials we offer. Increasing interest rates generally attracts customers to higher cost interest-bearing deposit products as they seek to maximize their yield.
Our investment portfolio is another alternative for meeting liquidity needs. These assets generally have readily available markets that offer conversions to cash as needed. AFS debt securities within our investment portfolio are used to secure government, public, trust and other deposits and as collateral for short-term borrowings, letters of credit and derivative instruments. As of September 30, 2024 and December 31, 2023, we had pledged securities related to these items with carrying values of $1.06 billion and $0.93 billion, respectively.
Additional sources of liquidity include federal funds purchased, repurchase agreements, FHLB borrowings, and lines of credit. Interest is charged at the prevailing market rate on federal funds purchased, reverse repurchase agreements and FHLB advances. Overnight advances obtained from the FHLB are used primarily to meet day to day liquidity needs, particularly when the cost of such borrowing compares favorably to the rates that we would be required to pay to attract deposits. There were no FHLB advances outstanding as of September 30, 2024 or December 31, 2023. As of September 30, 2024, we had the ability to borrow $1.36 billion through these channels with remaining capacity of $1.36 billion. As of December 31, 2023, there was $1.76 billion available to borrow against with a remaining capacity of $1.30 billion.
We also maintained unsecured lines of credit with other commercial banks totaling $370.0 million as of both September 30, 2024 and December 31, 2023. These are unsecured, uncommitted lines of credit typically maturing at various times within the next twelve months. Borrowings against these lines (i.e., federal funds purchased) totaled $89.4 million as of December 31, 2023. There were no such borrowings against these lines as of September 30, 2024. As of both September 30, 2024 and December 31, 2023, we also had $50.0 million available through the IntraFi network, which allows us to offer banking customers access to FDIC insurance protection on deposits through our Bank which exceed FDIC insurance limits.






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Our current on-balance sheet liquidity and available sources of liquidity are summarized in the table below:
September 30,December 31,
(dollars in thousands)2024 2023 
Current on-balance sheet liquidity:
   Cash and cash equivalents$951,750 $810,932 
   Unpledged AFS debt securities510,538 542,427 
Total on-balance sheet liquidity$1,462,288 $1,353,359 
Available sources of liquidity:
   Unsecured borrowing capacity(1)
$3,199,575 $3,350,026 
   FHLB remaining borrowing capacity1,355,884 1,297,702 
   Federal Reserve discount window2,133,951 2,431,084 
Total available sources of liquidity$6,689,410 $7,078,812 
On-balance sheet liquidity as a percentage of total assets11.3 %10.7 %
On-balance sheet liquidity and available sources of liquidity as a percentage of estimated
     uninsured and uncollateralized deposits(2)
245.4 %269.0 %
(1)Includes capacity available per internal policy in the form of brokered deposits and unsecured lines of credit.
(2)Amounts are shown on a fully consolidated basis and exclude deposits of affiliates that are eliminated in consolidation.
The Company also maintains the ability to access capital markets to meet its liquidity needs. The Company may utilize various methods to raise capital, including through the sale of common stock, preferred stock, debt securities, warrants, rights, or other securities. Specific terms and prices would be determined at the time of any such offering. In the past, the Company has utilized capital markets to generate liquidity in the form of common stock and subordinated debt primarily for the purpose of funding acquisitions.
The Company is a corporation separate and apart from the Bank and, therefore, it must provide for its own liquidity. The Company’s main source of funding is dividends declared and paid by the Bank to the Company. Statutory and regulatory limitations exist that affect the ability of the Bank to pay dividends to the Company. Management believes that these limitations will not impact the Company’s ability to meet its ongoing short-term cash obligations. For additional information regarding dividend restrictions, see the “Item 1. Business - Supervision and regulation,” “Item 1A. Risk Factors - Risks related to our business” and “Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities - Dividends,” each of which is set forth in our Annual Report.
Due to state banking laws, the Bank may not declare dividends in any calendar year in an amount exceeding the total of its net income for that year combined with its retained net income of the preceding two years, without the prior approval of the TDFI. Based upon this regulation, as of September 30, 2024 and December 31, 2023, $191.2 million and $218.4 million of the Bank’s retained earnings were available for the payment of dividends without such prior approval. In addition, dividends paid by the Bank to the Company would be prohibited if the effect thereof would cause the Bank’s capital to be reduced below applicable minimum capital requirements. During the three and nine months ended September 30, 2024, there were $9.0 million and $37.5 million in cash dividends approved by the board for payment from the Bank to the holding company. Additionally, an asset dividend of an equity security amounting to $1.7 million was paid from the Bank to the holding company during the nine months ended September 30, 2024. During the three and nine months ended September 30, 2023, there were $8.5 million and $40.5 million in cash dividends approved by the board for payment from the Bank to the holding company. None of these required approval from the TDFI. Subsequent to September 30, 2024, the Board approved a dividend from the Bank to the holding company to be paid in the fourth quarter for $24.0 million that also did not require approval from the TDFI.
During the three and nine months ended September 30, 2024, the Company declared shareholder dividends of $0.17 per share, or $8.0 million and $0.51 per share, or $24.1 million, respectively. During the three and nine months ended September 30, 2023, the Company declared shareholder dividends of $0.15 per share, or $7.1 million and $0.45 per share, or $21.3 million, respectively. Subsequent to September 30, 2024, the Company declared a quarterly dividend in the amount of $0.17 per share, payable on November 19, 2024, to stockholders of record as of November 5, 2024.
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Shareholders’ equity and capital management
Our total shareholders’ equity was $1.56 billion as of September 30, 2024 and $1.45 billion as of December 31, 2023. The increase in shareholders’ equity was primarily attributable to an increase in retained net income, net of dividends declared and unrealized loss reclassification adjustment for loss on sale of securities included in net income of $41.7 million (net of tax benefit) from December 31, 2023. The increase in shareholders’ equity as of September 30, 2024 was partially off-set by dividends declared of $24.1 million and stock repurchases of $12.7 million. Book value per common share was $33.48 as of September 30, 2024 and $31.05 as of December 31, 2023.
Our capital management consists of providing adequate equity to support our current and future operations. We are subject to various regulatory capital requirements administered by state and federal banking agencies, including the TDFI, Federal Reserve and the FDIC. Failure to meet minimum capital requirements may prompt certain actions by regulators that, if undertaken, could have a direct material adverse effect on our financial condition and results of operations. The Federal Reserve and the FDIC have issued guidelines governing the levels of capital that banks must maintain. As of September 30, 2024 and December 31, 2023, we met all capital adequacy requirements for which we were subject. See additional discussion regarding our capital adequacy and ratios within Note 12, “Minimum capital requirements” in the notes to our consolidated financial statements contained herein.
September 30, 2024FB Financial CorporationFirstBank

To be Well-Capitalized(1)
Total risk-based capital15.1 %14.9 %10.0 %
Tier 1 risk-based capital13.0 %12.7 %8.0 %
Common Equity Tier 1 ratio12.7 %12.7 %6.5 %
Tier 1 leverage11.5 %11.2 %5.0 %
(1) Applicable to Bank level capital.
Capital ratios are well above regulatory requirements for well-capitalized institutions. Management uses risk-based capital ratios in its analysis of the measures to assess the quality of capital and believes that investors may find it useful in their analysis of the Company.
ITEM 3 — Quantitative and Qualitative Disclosures About Market Risk
Interest rate sensitivity
Our market risk arises primarily from interest rate risk inherent in the normal course of lending and deposit-taking activities. Management believes that our ability to successfully respond to changes in interest rates will have a significant impact on our financial results. To that end, management actively monitors and manages our interest rate risk exposure.
The ALCO, which is authorized by our Board of Directors, monitors our interest rate sensitivity and makes decisions relating to that process. The ALCO’s goal is to structure our asset/liability composition to maximize net interest income while managing interest rate risk so as to minimize the adverse impact of changes in interest rates on net interest income and capital in either a rising or declining interest rate environment. Profitability is affected by fluctuations in interest rates. A sudden and substantial change in interest rates may adversely impact our earnings because the interest rates borne by assets and liabilities do not change at the same speed, to the same extent or on the same basis.
We monitor the impact of changes in interest rates on our net interest income and economic value of equity using rate shock analysis. Net interest income simulations measure the short-term earnings exposure from changes in market rates of interest in a rigorous and explicit fashion. Our current financial position is combined with assumptions regarding future business to calculate net interest income under varying hypothetical rate scenarios. EVE measures our long-term earnings exposure from changes in market rates of interest. EVE is defined as the present value of assets minus the present value of liabilities at a point in time. A decrease in EVE due to a specified rate change indicates a decline in the long-term earnings capacity of the balance sheet assuming that the rate change remains in effect over the life of the current balance sheet. For purposes of calculating EVE, a zero percent floor is assumed on discount factors.


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The following analysis depicts the estimated impact on net interest income and EVE of immediate changes in interest rates at the specified levels for the periods presented:
Percentage change in:
Net interest income (1)
Change in interest ratesSeptember 30,December 31,
(in basis points)2024 2023 
+4008.51 %8.99 %
+3006.90 %6.81 %
+2005.03 %4.65 %
+1002.65 %2.44 %
-100(2.75)%(2.86)%
-200(5.74)%(6.54)%
 Percentage change in:
Economic value of equity (2)
Change in interest ratesSeptember 30,December 31,
(in basis points)2024 2023 
+400(15.5)%(16.6)%
+300(13.2)%(13.6)%
+200(8.37)%(8.05)%
+100(3.96)%(3.29)%
-1003.10 %1.03 %
-2005.22 %(0.63)%
(1)The percentage change represents the projected net interest income for 12 months on a flat balance sheet in a stable interest rate environment versus the projected net interest income in the various rate scenarios.
(2)The percentage change in this column represents our EVE in a stable interest rate environment versus EVE in the various rate scenarios.
The results for the net interest income simulations as of September 30, 2024 and December 31, 2023 resulted in an asset sensitive position. The primary influence of our asset sensitivity is the floating rate structure in many of our loans held for investment as well as the composition of our liabilities which is primarily customer deposits. Our floating-rate loan portfolio is indexed to market rates and timing of repricing of loans and deposits varies in proportion to market rate fluctuations. We actively monitor and perform stress tests on our deposit betas as part of our overall management of interest rate risk. This requires the use of various assumptions based on historical relationships of these variables in reaching any conclusion. Since these correlations are based on competitive pricing in the market, we anticipate that our future results will likely be different from the scenario results presented above and such differences could be material.
The preceding measures assume no change in the size or asset/liability compositions of the balance sheet. Thus, the measures do not reflect the actions the ALCO may undertake in response to such changes in interest rates. The scenarios assume instantaneous movements in interest rates in increments of 100, 200, 300 and 400 basis points. As interest rates are adjusted over a period of time, it is our strategy to proactively change the volume and mix of our balance sheet in order to mitigate our interest rate risk. The computation of the prospective effects of hypothetical interest rate changes requires numerous assumptions regarding characteristics of new business and the behavior of existing positions. These business assumptions are based upon our experience, business plans and published industry experience. Key assumptions employed in the model include asset prepayment speeds, competitive factors, the relative price sensitivity of certain assets and liabilities and the expected life of non-maturity deposits. Because these assumptions are inherently uncertain, actual results may differ from simulated results.
We may utilize derivative financial instruments as part of an ongoing effort to mitigate interest rate risk exposure to interest rate fluctuations and facilitate the needs of our customers. For more information about our derivative financial instruments, see Note 9, “Derivatives” in the notes to our consolidated financial statements. 


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ITEM 4 — CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
An evaluation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered by this Report was carried out under the supervision and with the participation of the Company’s Chief Executive Officer, Chief Financial Officer and other members of the Company’s senior management. The Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this Report, the Company’s disclosure controls and procedures were effective in ensuring that the information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is: (i) accumulated and communicated to the Company’s management (including the Chief Executive Officer and Chief Financial Officer) to allow timely decisions regarding required disclosure; and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
There were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended September 30, 2024, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
The Company does not expect that its disclosure controls and procedures and internal control over financial reporting will prevent all errors and fraud. A control procedure, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control procedure are met. Because of the inherent limitations in all control procedures, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any control procedure also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control procedure, misstatements due to error or fraud may occur and not be detected.
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PART II
ITEM 1—LEGAL PROCEEDINGS
Various legal proceedings to which we or our subsidiaries are party arise from time to time in the normal course of business. As of the date of this Report, there are no material pending legal proceedings to which we or any of our subsidiaries is a party or of which any of our or our subsidiaries’ properties are subject.
ITEM 1A—RISK FACTORS
There have been no material changes to the risk factors set forth in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2023.
ITEM 2—UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On March 21, 2024, the Company announced that its board of directors re-authorized the Company’s stock repurchase program pursuant to which the Company may purchase up to $100 million in shares of the Company’s issued and outstanding common stock. The current repurchase plan will terminate either on the date on which the maximum dollar amount is repurchased under the new repurchase plan or on January 31, 2026, whichever date occurs earlier. The repurchase plan will be conducted pursuant to a written plan and is intended to comply with Rule 10b-18 promulgated under the Securities Exchange Act of 1934, as amended.
The Company did not complete any share repurchases during the three months ended September 30, 2024. The dollar value of shares that may yet be repurchased under the program was $87.3 million as of September 30, 2024.
ITEM 5 — OTHER INFORMATION
Rule 10b5-1 Trading Plans
During the quarter ended September 30, 2024, none of the Company’s directors or executive officers adopted, modified, or terminated any contract, instruction, or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”
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ITEM 6—EXHIBITS
The exhibits listed on the accompanying Exhibit Index are filed, furnished or incorporated by reference (as stated therein) as part of this Report.
EXHIBIT INDEX
Exhibit NumberDescription
101.INSInline XBRL Instance Document*
101.SCHInline XBRL Taxonomy Extension Schema Document*
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document*
101.LABInline XBRL Taxonomy Extension Label Linkbase Document*
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document*
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*Filed herewith.
**Furnished herewith.
†
Represents a management contract or a compensatory plan or arrangement.
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Signatures

Pursuant to the requirements of the section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
 FB Financial Corporation
 /s/ Michael M. Mettee
November 4, 2024
Michael M. Mettee
Chief Financial Officer
(Principal Financial Officer)
/s/ Jonathan Pennington
November 4, 2024
Jonathan Pennington
Chief Accounting Officer
(Principal Accounting Officer)

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