M&A - Ayers J. Jonathan

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Form Type: SCHEDULE 13D

Filing Date: 2025-05-09

Corporate Action: Merger

Type: New

Accession Number: 000114036125018202

Filing Summary: This Schedule 13D is filed by the Estate of James W. Ayers, James Jonathan Ayers, and James Austin McPherson. They report beneficial ownership of FB Financial Corp.'s common stock following the death of James W. Ayers on April 1, 2025. James Jonathan Ayers and James Austin McPherson were appointed co-executors of the estate on April 29, 2025. The estate holds approximately 23.87% of FB Financial's outstanding shares, which they acquired upon the opening of the estate with no pecuniary consideration exchanged. The significant matter implicated in this filing is a proposed merger between Southern States Bancshares, Inc. and FB Financial Corp. James Jonathan Ayers has agreed to vote in favor of the issuance of shares for this merger and against any actions that would impede it. The voting agreement will remain effective until the merger is either completed or terminated.

Additional details:

Executor Name: James Jonathan Ayers


Executor Contact: (615) 866-5434


Co Executor Name: James Austin McPherson


Co Executor Contact: (615) 866-5434


Business Address: 450 Tennessee Ave, Suite 101, Parsons, TN 38363


Co Executor Business Address: 6 N. Gill Street, Hazelhurst, GA 31539


Total Shares Beneficially Owned: 10,969,617


Percentage Of Outstanding Shares: 23.87


Merger Company: Southern States Bancshares, Inc.


Merger Effective Date: March 31, 2025


Registration Rights Agreement Exhibit: Exhibit 1


Voting Agreement Exhibit: Exhibit 3


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