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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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X0202 SCHEDULE 13D/A 0001123292-25-000663 0001703295 XXXXXXXX LIVE 2 Common Stock, par value $1.00 per share 04/17/2026 false 0001649749 30257X104 FB Financial Corporation 1221 Broadway, Suite 1300 Nashville TN 37203 Estate of James W. Ayers 615-866-5434 c/o James Jonathan Ayers 450 Tennessee Ave, Suite 101 Parsons TN 38363 James Jonathan Ayers 615-866-5434 Co-Executor Estate of James W. Ayers 450 Tennessee Avenue, Suite 101 Parsons TN 38363 James Austin McPherson 615-866-5434 Co-Executor Estate of James W. Ayers 6 N. Gill Street Hazelhurst GA 31539 0002069230 Estate of James W. Ayers OO X1 7051841 0 4801841 0 7051841 N 13.7 OO The percentage of the Issuer's outstanding shares of Common Stock, par value $1.00 per share ("Common Stock") represented by the aggregate number of shares of Common Stock reported as beneficially owned by the reporting persons (the "Reporting Persons") in this Amendment No. 2 to Schedule 13D (this "Amendment No. 2") is based on the Issuer's outstanding shares as of March 31, 2026, as disclosed in the Issuer's earnings release issued April 13, 2026. See Item 5. This Amendment No. 2 amends and supplements the Schedule 13D originally filed with the U.S. Securities and Exchange Commission on May 9, 2025, as amended by Amendment No. 1 filed on November 18, 2025 (as amended, the "Schedule 13D"), relating to the Reporting Persons' ownership of the Common Stock. 0001703295 Ayers J. Jonathan SC PF X1 17692 7069533 17692 4819533 7069533 N 13.7 IN The percentage of outstanding Common Stock represented by the aggregate number of shares of Common Stock reported as beneficially owned by the Reporting Persons in this Amendment No. 2 is based on the Issuer's outstanding shares as of March 31, 2026, as disclosed in the Issuer's earnings release issued April 13, 2026. See Item 5. 0002068430 James Austin McPherson PF X1 11584 7063425 11584 4813425 7063425 N 13.7 IN The percentage of outstanding Common Stock represented by the aggregate number of shares of Common Stock reported as beneficially owned by the Reporting Persons in this Amendment No. 2 is based on the Issuer's outstanding shares as of March 31, 2026, as disclosed in the Issuer's earnings release issued April 13, 2026. See Item 5. Common Stock, par value $1.00 per share FB Financial Corporation 1221 Broadway, Suite 1300 Nashville TN 37203 This Amendment No. 2 relates to the Common Stock, and amends and supplements the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 2 shall have the same meanings ascribed to them in the Schedule 13D. There are no changes to the Schedule 13D except as set forth in this Amendment No. 2. The second paragraph of Item 4 of the Schedule 13D is hereby amended and restated in its entirety as follows: Each of James Jonathan Ayers and James Austin McPherson acquired and presently holds the shares of Common Stock that he beneficially owns directly for individual investment purposes. Other than as described in this Item 4, or otherwise in this Statement, neither James Jonathan Ayers nor James Austin McPherson (individually or in his capacity as co-executor of the Estate of James W. Ayers (the "Estate")) currently has any plans or proposals which relate to or would result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D other than distributing shares of Common Stock to the beneficiaries of the Estate in accordance with the terms of James W. Ayers' estate plan. In the foregoing capacities, each of Mr. Ayers and Mr. McPherson reserves the right, in light of his future evaluation of the Company's financial condition, business, operations and prospects, the market price of the Common Stock, conditions in the securities markets generally, general economic and industry conditions and other relevant factors, to change his plans and intentions at any time and may, from time to time, dispose of or acquire additional shares of Common Stock in the open market or in private transactions, which may include sales for the purpose of diversifying investments, tax and estate planning purposes or family or charitable gifts. Item 5(a) - (c) of the Schedule 13D are hereby amended and restated in their entirety as follows: The Estate beneficially owns an aggregate of 7,051,841 shares, James Jonathan Ayers 7,069,533 shares, and James Austin McPherson 7,063,425 shares, or in each case 13.7%, of the Issuer's outstanding Common Stock based on 51,418,024 shares of Common Stock issued and outstanding as of March 31, 2026, as disclosed in the Issuer's earnings release issued April 13, 2026. James Jonathan Ayers and James Austin McPherson each disclaims beneficial ownership of the shares of the Issuer's Common Stock owned by the Estate. James Austin McPherson also disclaims beneficial ownership of the shares of Common Stock owned by the McPherson Entities. The Estate directly holds and has sole dispositive power over 4,801,841 shares of Common Stock and has sole voting control over 7,051,841 shares of Common Stock reported in this Statement. Each of James Jonathan Ayers and James Austin McPherson, solely in his capacity as a co-executor of the Estate, share dispositive power and voting control over the shares of Common Stock as to which the Estate has sole dispositive power and voting control. James Jonathan Ayers has sole voting and dispositive power over a further 17,692 shares of Common Stock reported in this Statement and James Austin McPherson has sole voting and dispositive power over a further 11,584 shares of Common Stock reported in this Statement. Due to the fact that the record date for the Issuer's 2026 Annual Meeting of Shareholders to be held on May 21, 2026 (the "Annual Meeting") was March 27, 2026, the Estate, and each of James Jonathan Ayers and James Austin McPherson, solely in his capacity as a co-executor of the Estate, retain voting control over the 2,250,000 shares described in Item 5(c) for the purposes of the Annual Meeting, but such voting control will be extinguished at the conclusion of the Annual Meeting. On April 17, 2026, the Estate distributed 2,250,000 shares of Common Stock, without consideration, to beneficiaries of the Estate. Estate of James W. Ayers /s/ James Jonathan Ayers James Jonathan Ayers, Co-Executor 04/21/2026 Ayers J. Jonathan /s/ James Jonathan Ayers James Jonathan Ayers 04/21/2026 James Austin McPherson /s/ James Austin McPherson James Austin McPherson 04/21/2026