Southern States Bancshares, Inc.: M&A transaction — Southern States Bancshares completes merger into FB Financial; shares converted at 0.800x

Southern States Bancshares, Inc.

Each SSB common share converted into 0.800 FB Financial shares; cash paid for fractional shares.
Shareholder approval at June 26 special meeting: 7,210,801 for, 24,409 against.
SSB directors and officers ceased; J. Henry Smith added to FB Financial board.
SSB common stock delisted from Nasdaq; deregistration filings planned.

item 2.01 item 3.01 item 3.03 item 5.01 item 5.02 item 5.03 item 5.07 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Southern States Bancshares, Inc.: Southern States' certificate of incorporation and bylaws ceased to be in effect due to merger; FB Financial's charter and bylaws became the governing documents of the surviving corporation.

Change: bylaw amendment

Exact text from the filing

At the Effective Time, the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws of Southern States ceased to be in effect by operation of law, and the FB Financial Amended and Restated Charter and the FB Financial Amended and Restated Bylaws in effect immediately prior to the effective time remained the charter and bylaws of FB Financial as the surviving corporation of the Merger, until the same be amended and changed as provided therein or by law.

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Southern States Bancshares, Inc. underwent a change of control involving FB Financial Corporation (closed 2025-07-01).

Action: change of control
Counterparty: FB Financial Corporation
Closing: 2025-07-01

Exact text from the filing

On July 1, 2025 (the “Closing Date”), Southern States Bancshares, Inc. (“Southern States”), the parent company of Southern States Bank (“Southern States Bank”), and FB Financial Corporation (“FB Financial”), the parent company of FirstBank (“FirstBank”), completed the transactions contemplated by the Agreement and Plan of Merger dated as of March 31, 2025 (the “Agreement”).

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Source: SEC EDGAR

accession 0001628280-25-033673

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