Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Chief Accounting Officer Resignation and Appointment
On January 28, 2026, Jonathan Pennington notified FB Financial Corporation(the "FB Financial"), and its wholly owned subsidiary, FirstBank, of his decision to resign as Chief Accounting Officer from FB Financial and FirstBank, effective on or about February 26, 2026, to accept a position at another institution. Mr. Pennington's resignation was not the result of any disagreement with FB Financial on any matter relating to the Company's operations, policies or practices, including the Company's accounting principles and practices and internal controls. The company thanks Mr. Pennington for his contributions.
On February 2, 2026, the boards of directors (the "Boards") of FB Financial and FirstBankannounced that Lynn Joyce will replace Mr. Pennington as Chief Accounting Officer of both entities, effective on or about March 1, 2026. Ms. Joyce, age 62, most recently served as Chief Financial Officer of Southern States Bancshares, Inc. ("Southern States"), a role she held from 2013 until the company's acquisition by FB Financial in July 2025. Following the merger, she transitioned into a senior finance position at FirstBank. Prior to joining Southern States, Ms. Joyce served for approximately 20 years as Chief Financial Officer at First Financial Bank, after beginning her career as a certified public accountant with Arthur Andersen. Ms. Joyce is a member of the Alabama Society of Certified Public Accountants.
Ms. Joyce's total annual compensation, including short and long-term bonus opportunities, will be increased by approximately 29% in connection with her appointment as Chief Accounting Officer. There are no arrangements or understandings between Ms. Joyce and any other persons pursuant to which she was appointed as Chief Accounting Officer of FB Financial and FirstBank. There are no family relationships between Ms. Joyce and any of the directors or other executive officers of either FB Financial or FirstBank, and Ms. Joyce is not a party to any transaction, or any proposed transaction, required to be disclosed pursuant to Item 404(a) of Regulation S-K.