M&A - Southern States Bancshares, Inc.

Form Type: POS AM

Filing Date: 2025-07-02

Corporate Action: Merger

Type: Update

Accession Number: 000162828025033913

Filing Summary: On July 2, 2025, Southern States Bancshares, Inc. merged with FB Financial Corporation as per the Agreement and Plan of Merger dated March 31, 2025. Following this merger, the Registrant is terminating all offers and sales of its securities registered in its existing registration statements under the Securities Act of 1933. This post-effective amendment deregisters all shares that remain unsold or unissued under the registration statements filed on Form S-3, including those that registered up to $150 million of various securities and 250,000 shares in connection with its Dividend Reinvestment and Common Stock Purchase Plan.

Form Type: POS AM

Filing Date: 2025-07-02

Corporate Action: Merger

Type: Update

Accession Number: 000162828025033915

Filing Summary: On July 2, 2025, Southern States Bancshares, Inc. merged with FB Financial Corporation as per the Agreement and Plan of Merger dated March 31, 2025. This document represents Post-Effective Amendment No. 1 to Registration Statements No. 333-267772 and No. 333-269180, which were originally filed on October 7, 2022, and January 11, 2023, respectively. Following the merger, Southern States Bancshares, Inc. is terminating all offers and sales of its securities registered under the Securities Act, and all unsold or unissued securities under the registration statements are being deregistered. FB Financial Corporation is the surviving entity of the merger, succeeding Southern States Bancshares, Inc.

Form Type: 8-K

Filing Date: 2025-07-01

Corporate Action: Merger

Type: New

Accession Number: 000162828025033673

Filing Summary: On July 1, 2025, Southern States Bancshares, Inc. (Southern States) merged with FB Financial Corporation (FB Financial), with FB Financial as the surviving corporation. Following this, Southern States Bank merged with FirstBank, with FirstBank as the surviving bank. Each share of Southern States common stock was converted into the right to receive 0.800 shares of FB Financial common stock, with cash paid for fractional shares. All options to purchase Southern States common stock were canceled, and holders received cash payments. Restricted stock awards vested immediately prior to the merger and were treated as shares of Southern States common stock in the merger considerations. Following the merger, Nasdaq was informed to delist Southern States common stock and deregister under the Exchange Act, ceasing the existence of Southern States as a separate legal entity. The agreement and conditions of the merger were detailed in the Registration Statement on Form S-4 filed with the SEC.

Form Type: S-3/A

Filing Date: 2025-07-01

Corporate Action: Merger

Type: Update

Accession Number: 000162828025033738

Filing Summary: Southern States Bancshares, Inc. merged with FB Financial Corporation on July 1, 2025, following the Agreement and Plan of Merger dated March 31, 2025. Consequently, the company is terminating all offers and sales of its securities that were registered under existing registration statements. This includes deregistering all shares that remain unsold or unissued from previously filed registration statements, specifically Registration Statement File Nos. 333-267772 and 333-269180.

Form Type: S-8 POS

Filing Date: 2025-07-01

Corporate Action: Merger

Type: Update

Accession Number: 000162828025033733

Filing Summary: Southern States Bancshares, Inc. filed a Post-Effective Amendment No. 1 to Registration Statement No. 333-259037 on July 1, 2025, registering 975,828 shares of common stock under the Southern States Bancshares, Inc. 2017 Incentive Stock Compensation Plan. On the same date, Southern States Bancshares, Inc. merged with FB Financial Corporation, with FB Financial Corporation as the surviving entity. Following the merger, Southern States Bancshares is terminating all offers and sales of its securities registered under existing registration statements. Consequently, the registration statements will be amended to deregister all unsold or unissued shares. The filing certifies compliance with the requirements for Form S-8 and is signed by the Chief Financial Officer of FB Financial Corporation, the successor of Southern States Bancshares, Inc.

Form Type: DEFM14A

Filing Date: 2025-05-21

Corporate Action: Merger

Type: New

Accession Number: 000110465925051676

Filing Summary: Southern States Bancshares, Inc. has filed a definitive proxy statement/prospectus regarding a proposed merger with FB Financial Corporation. The boards of directors of both companies have unanimously approved an agreement providing for the acquisition of Southern States by FB Financial, which is set to merge on March 31, 2025. Under the merger agreement, Southern States will merge into FB Financial, with FB Financial remaining as the surviving entity. Southern States Bank will also merge into FirstBank. Shareholders will receive 0.80 shares of FB Financial common stock for each share of Southern States common stock they own, valued at approximately $36.62 based on May 16, 2025 market prices. The special meetings for shareholders to vote on the merger will take place on June 26, 2025.

Form Type: 8-K

Filing Date: 2025-03-31

Corporate Action: Merger

Type: New

Accession Number: 000162828025015545

Filing Summary: On March 31, 2025, Southern States Bancshares, Inc. and FB Financial Corporation entered into an Agreement and Plan of Merger, where Southern States will merge into FB Financial with FB Financial as the surviving corporation. Following the Corporate Merger, Southern States Bank will merge with FirstBank. Shareholders of Southern States will receive 0.800 shares of FB Financial stock for each share held, along with cash for fractional shares. All stock options for Southern States will be cancelled at the Effective Time and exchanged for cash. A new director will join FB Financial's board. The agreement includes customary representations, warranties, and covenants, and establishes termination rights with potential fees of $15 million. Voting agreements have been signed by directors and executive officers, representing approximately 5.4% of outstanding shares of Southern States. A joint press release announcing the merger was issued, with intentions for further information presentations to analysts and investors.