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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuantto Section 13 or 15(d) of

the Securities Exchange Act of 1934

Crx File Extension

Date of Report (Date of earliest event reported): February 8, 2017

FB Financial Corporation

(Exact name of Registrant as Specified in Charter)

211 Commerce Street, Suite 300, Nashville, TN 37201

(Address of Principal Executive Offices)

(615) 564-1212

Registrant’s telephone number, including area code

N/A

(Former name orformer address, if changed since last report)

Check the appropriate box belowif the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

On February 8, 2017, FB FinancialCorporation, a Tennessee Corporation (the “Company”), and its wholly-owned banking subsidiary, FirstBank, entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Clayton HC, Inc., a Tennessee Corporation(“Seller”), Clayton Bank & Trust, a Tennessee state bank and wholly-owned subsidiary of Seller (“CBT”), American City Bank, a Tennessee state bank and wholly-owned subsidiary of Seller (“ACB,” and together withCBT, the “Clayton Banks”), and James L. Clayton, a significant shareholder of Seller (“Clayton”). On the terms and subject to the conditions set forth in the Purchase Agreement, FirstBank has committed to purchase from Seller allof the issued and outstanding shares of the Clayton Banks (the “Stock Purchase”). Following the consummation of the Stock Purchase, the Clayton Banks will merge with and into FirstBank, with FirstBank continuing as the surviving bankingcorporation.

As consideration for the Stock Purchase, Seller will receive (i) 5,860,000 shares of the Company common stock, $1.00par value per share (the “Stock Consideration”), and (ii) a $60 million Fixed-to-Floating Rate Subordinated Note due 2027 issued by FirstBank (the “Subordinated Note”). The Subordinated Note will accrue interest (i) ata fixed rate of 5.5% per annum (computed on the basis of a 360-day year of twelve 30-day months) for the first five years of the Subordinated Note and (ii) at the rate per annum equal to the greater of (A) three-month LIBOR rate plus450 basis points (4.5%) and (B) 5.75% for the last five years of the Subordinated Note.

In addition to the considerationdescribed in the preceding paragraph, the Clayton Banks will also distribute excess capital in the amount of $79,500,000 to Seller at the closing (the “Excess Capital Payment”). In the event that the Clayton Banks are restricted frommaking the entire Excess Capital Payment to Seller due to regulatory restrictions or applicable liquidity policies, then FirstBank shall be required to pay any shortfall to Seller at the closing. The Clayton Banks will also distribute to Sellercertain specified assets, with a book value of approximately $4.8 million, prior to the closing. The Clayton Banks will also be permitted to make certain distributions prior to closing to Seller in amounts intended to cover the Seller’s Scorporation tax liabilities attributable to the earnings of the Clayton Banks for the period prior to the closing.

The Purchase Agreementcontains customary representations, warranties and covenants of the parties. Included among the covenants contained in the Purchase Agreement is the Clayton Banks’ agreement to conduct their businesses in the ordinary course and consistent withprudent banking practice or as required or permitted under the Purchase Agreement and to comply with certain other operating covenants through the consummation of the Stock Purchase.

Additionally, Seller, the Clayton Banks and Clayton have agreed that they will not solicit or encourage proposals for an alternativetransaction or enter into discussions or furnish information in connection with any proposals for alternative transactions. Furthermore, Clayton, as the owner of approximately 98% of the outstanding shares of Seller, has agreed to vote his shares ofSeller stock in favor of the Stock Purchase. Clayton and Seller have also entered into customary non-competition agreements with FirstBank agreeing to be bound by certain non-solicitation, non-competition and non-recruitment restrictions for thefive year period following the closing of the transactions contemplated by the Purchase Agreement.

Consummation of the Stock Purchase is conditioned upon, among other things, (i) receipt ofall required regulatory approvals from, among others, various banking regulators, (ii) approval by Seller’s shareholders of the proposed Stock Purchase, (iii) approval by the Company’s shareholders of the issuance of the StockConsideration, (iv) the accuracy of the representations and warranties of the parties and compliance by the parties with their respective covenants and obligations under the Purchase Agreement, subject to customary materiality qualifiers, and(v) the absence of any law, order, injunction, decree, judgment or ruling prohibiting the Stock Purchase.

The Purchase Agreementalso contains certain termination rights, including the right, subject to certain exceptions, of either party to terminate the Purchase Agreement if the closing has not occurred on or before October 31, 2017. The Purchase Agreement alsoprovides that, upon termination of the Purchase Agreement under specified circumstances, Seller may be required to pay to the Company a termination fee of $20,000,000.

The Purchase Agreement has been unanimously approved by the Boards of Directors of each of the Company and Seller, and the Purchase Agreementhas been executed and delivered by each of the parties. Each of the Company and Seller has agreed to convene a meeting of its shareholders to consider the approval of the issuance of the Stock Consideration and the Stock Purchase, respectively.Subject to the satisfaction of all closing conditions, including the receipt of all required regulatory approvals, the Stock Purchase is expected to be completed during the third quarter of 2017.

In accordance with the Purchase Agreement, the Company has agreed to amend and restate its existing shareholders agreement to provide Claytonwith the right to designate one director to the Company’s board of directors, subject to applicable regulatory approval, following the closing of the Stock Purchase and until the earliest of the date in which he ceases to beneficially own 5% ormore of the Company’s outstanding common stock, his death or permanent disability or the three year anniversary of the closing. In the event that regulatory approval for such designation rights is not obtained, Clayton will be entitled to boardobservation rights under the amended and restated shareholders agreement.

The Stock Consideration will be issued to Seller in a privateplacement exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to the Purchase Agreement, the Company has agreed to register the resale of the Stock Consideration by Seller with theSecurities and Exchange Commission (the “SEC”) following the closing.

The foregoing summary of the Purchase Agreement does notpurport to be complete and is qualified in its entirety by reference to the complete text of the Purchase Agreement. As such, the Purchase Agreement, which is attached hereto as Exhibit 2.1, is incorporated herein by reference.

The representations, warranties and covenants of each party set forth in the Purchase Agreementhave been made only for purposes of, were and are solely for the benefit of the parties to, the Purchase Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made forthe purposes of allocating contractual risk between the parties to the Purchase Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from thoseapplicable to investors. In addition, the representations and warranties in the Purchase Agreement (i) will not survive consummation of the Purchase Agreement, unless otherwise specified therein, and (ii) were made only as of the date ofthe Purchase Agreement or such other date as is specified in the Purchase Agreement. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequentinformation may or may not be fully reflected in the parties’ public disclosures. Accordingly, the Purchase Agreement is included with this filing only to provide investors with information regarding the terms of the Purchase Agreement, and notto provide investors with any other factual information regarding the Company, the Clayton Banks, their respective affiliates or their respective businesses.

The Company has also posted on its internet website customerFAQs regarding the proposed transaction with the Clayton Banks and the Clayton Banks have posted a similar set of FAQs for its customers on their internet website regarding the proposed transaction. A copy of these FAQs are furnished as Exhibits99.1 and 99.2, respectively, to this Current Report on Form 8-K. The foregoing description is qualified in its entirety by reference to such exhibit.

As provided in General Instruction B.2 to Form 8-K, the information furnished in Exhibits 99.1 and 99.2 of this Current Report on Form 8-Kshall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not bedeemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Additional Information and Participants in the Solicitation

This report is for informational purposes only and does not constitute a solicitation of any vote or approval with respect to theCompany’s proposed acquisition of the Clayton Banks. The issuance of the Stock Consideration in connection with the proposed acquisition of the Clayton Banks by the Company will be submitted to the shareholders of the Company for theirconsideration. The Company will file with the SEC a proxy statement and deliver the proxy statement to its shareholders as required by applicable law. The Company may also file other documents with the SEC regarding the proposed acquisition. Thisreport is not a substitute for any proxy statement or any other document which the Company may file with the SEC in connection with the proposed acquisition. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT ANDANY OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE PROPOSED ACQUISITION AND RELATED MATTERS. Investorsand shareholders will be able to obtain free copies of the proxy statement and other documents containing important information about the Company and the proposed acquisition, once such documents are filed with the SEC, through the websitemaintained by the SEC at www.sec.gov. The Company makes available free of charge at www.firstbankonline.com (in the “Investor Relations” section of such website) copies of the materials it files with, or furnishes to, the SEC.

The Company and certain of its directors, executive officers and other members of management andemployees may be deemed to be participants in the solicitation of proxies from the shareholders of the Company in connection with the proposed acquisition. Information about the directors and executive officers of the Company is set forth in in theCompany’s final prospectus filed pursuant to Rule 424(b)(3) under the Securities Act, as amended, filed with the U.S. Securities and Exchange Commission on September 19, 2016 (Registration No. 333-213210). Such final prospectus can beobtained free of charge from the sources indicated above. Other information regarding those persons who are, under the rules of the SEC, participants in the proxy solicitation and a description of their direct and indirect interests, by securityholdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC when they become available.

Forward-Looking Statements

This report,and the documents incorporated herein by reference, contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act made pursuant to the safe harbor provisions ofthe Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements. You can identify these forward-looking statements in some cases through the Company’s use of wordssuch as “believes,” “anticipates,” “expects,” “may,” “will,” “assumes,” “should,” “predicts,” “could,” “would,” “intends,”“targets,” “estimates,” “projects,” “plans,” “potential” and other similar words and expressions of the future or otherwise regarding the proposed acquisition, the anticipated benefits and financialimpact thereof, the outlook for the Company’s future business and financial performance and/or the performance of the banking industry and economy in general.

These forward-looking statements include, without limitation, statements relating to the anticipated benefits, financial impact and closing ofthe proposed acquisition by the Company of the Clayton Banks, including, the anticipated timing of the closing of the proposed acquisition, any expected increase in the Company’s earnings per share and any expected earn-back period related todilution in tangible book value resulting from the proposed acquisition, acceptance by the customers of the Clayton Banks the Company’s products and services, the opportunities to enhance market share in certain markets, market acceptance ofthe Company generally in new markets, expectations regarding future investment in the Clayton Banks’ markets and the integration of the Clayton Banks’ operations. Forward-looking statements are based on the information known to, andcurrent beliefs and expectations of, the Company’s management and are subject to significant risks and uncertainties. Actual results may differ materially from those contemplated by such forward-looking statements. A number of important factorscould cause actual results to differ materially from those contemplated by the forward-looking statements in this report including, without limitation, the parties’ ability to consummate the acquisition or satisfy the conditions to thecompletion of the acquisition, including the receipt of the shareholder approvals; the receipt of regulatory approvals required for the acquisition on the terms expected or on the anticipated schedule; the parties’ ability to meet expectationsregarding the timing and completion and accounting and tax treatment of the acquisition; the possibility that any of the anticipated benefits of the proposed acquisition will not be fully realized or will not be realized within the expected timeperiod; the risk that integration of the Clayton Banks’ operations with those of the Company will be materially delayed or will be more costly or difficult than expected; the failure of the proposed acquisition to close for any other reason;the effect of the announcement of the proposed acquisition on employee and customer relationships and operating results (including, without limitation, difficulties in maintaining relationships with employees and customers); dilution caused by theCompany’s issuance of additional shares of its common stock in connection with the proposed acquisition; the possibility that the proposed acquisition may be more expensive to complete than anticipated, including as a result of unexpectedfactors or events; general competitive, economic, political and market conditions and fluctuations; and the other factors described in the Company’s final prospectus filed pursuant to Rule 424(b)(3) under the Securities Act, as amended, filedwith the U.S. Securities and Exchange Commission on September 19, 2016 (Registration No. 333-213210) under the captions “Cautionary note regarding forward-looking statements” and “Risk factors”. Many of these factorsare difficult to foresee and are beyond the Company’s ability to control or predict. The Company believes the forward-looking statements contained herein are reasonable; however, undue reliance should not be placed on any forward-lookingstatements, which are based on current expectations and speak only as of the date that they are made. The Company does not assume any obligation to update any forward-looking statements as a result of new information, future developments orotherwise, except as otherwise may be required by law.

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, as amended, the Company duly caused this report to be signed on its behalf by theundersigned hereunto duly authorized.