
Financial highlights The following table presents certain selected historical consolidated income statement and balance sheet data and key performance indicators and other measures as of the dates or for the periods indicated. Our historical results for any prior period are not necessarily indicative of results to be expected in any future period.
	As of or for the three months ended				As of or for the year-ended

	March 31,				December 31,
(dollars in thousands, except share data)		2024			2023			2023
Selected Balance Sheet Data
Cash and cash equivalents		$	870,730		$	1,319,951		$	810,932
Loans HFI		9,288,909			9,365,996			9,408,783
Allowance for credit losses on loans HFI		(151,667)			(138,809)			(150,326)
Loans held for sale		82,704			82,515			67,847
Investment securities, at fair value		1,464,682			1,474,064			1,471,973
Total assets		12,548,320			13,101,147			12,604,403
Interest-bearing deposits (non-brokered)		8,191,962			8,693,515			8,179,430
Brokered deposits		130,845			251			150,475
Noninterest-bearing deposits		2,182,121			2,489,149			2,218,382
Total deposits		10,504,928			11,182,915			10,548,287
Borrowings		360,821			312,131			390,964
Allowance for credit losses on unfunded commitments		7,700			18,463			8,770
Total common shareholders' equity		1,479,526			1,369,696			1,454,794
Selected Statement of Income Data
Total interest income		$	176,128		$	159,480		$	678,410
Total interest expense		76,638			55,820			271,193
Net interest income		99,490			103,660			407,217
Provisions for credit losses		782			491			2,539
Total noninterest income		7,962			23,349			70,543
Total noninterest expense		72,420			80,440			324,929
Income before income taxes		34,250			46,078			150,292
Income tax expense		6,300			9,697			30,052
Net income applicable to noncontrolling interest		—			—			16
Net income applicable to FB Financial Corporation		$	27,950		$	36,381		$	120,224

Net interest income (tax-equivalent basis)		$	100,199		$	104,493		$	410,562
Per Common Share
Basic net income		$	0.60		$	0.78		$	2.57
Diluted net income		0.59			0.78			2.57
Book value(1)		31.55			29.29			31.05
Tangible book value(2)		26.21			23.86			25.69
Cash dividends declared		0.17			0.15			0.60






Selected Ratios
Return on average:
Assets(3)		0.89		%	1.15		%	0.95		%
Common shareholders' equity(3)		7.70		%	11.0		%	8.74		%
Tangible common equity(2)		9.29		%	13.6		%	10.7		%

Efficiency ratio		67.4		%	63.3		%	68.0		%
Core efficiency ratio (tax-equivalent basis)(2)		58.1		%	63.4		%	62.9		%
Loans HFI to deposit ratio		88.4		%	83.8		%	89.2		%
Noninterest-bearing deposits to total deposits		20.8		%	22.3		%	21.0		%
Net interest margin (tax-equivalent basis)		3.42		%	3.51		%	3.44		%
Yield on interest-earning assets		6.03		%	5.38		%	5.72		%
Cost of interest-bearing liabilities		3.56		%	2.61		%	3.16		%
Cost of total deposits		2.76		%	1.94		%	2.39		%

~~Financial highlights~~

The following table presents certain selected historical consolidated income statement and balance sheet data and key performance indicators and other measures as of the dates or for the periods indicated. Our historical results for any prior period are not necessarily indicative of results to be expected in any future period.

As of or for the three months ended, As of or for the year-ended
March 31, December 31,
(dollars in thousands, except per share data and %) 2023 2022 2022
Selected Statement of Income Data
Net interest income $ 103,660 $ 88,182 $ 412,235
Provisions for credit losses 491 (4,247) 18,982
Total noninterest income 23,349 41,392 114,667
Total noninterest expense 80,440 89,272 348,346
Income before income taxes 46,078 44,549 159,574
Income tax expense 9,697 9,313 35,003
Net income applicable to noncontrolling interest — — 16
Net income applicable to FB Financial Corporation $ 36,381 $ 35,236 $ 124,555
Net interest income (tax-equivalent basis) $ 104,493 $ 88,932 $ 415,282
Per Common Share
Basic net income $ 0.78 $ 0.74 $ 2.64
Diluted net income 0.78 0.74 2.64
Book value(1)
29.29 29.06 28.36
Tangible book value(2)
23.86 23.62 22.90
Cash dividends declared 0.15 0.13 0.52
Selected Balance Sheet Data
Cash and cash equivalents $ 1,319,951 $ 1,743,311 $ 1,027,052
Loans HFI 9,365,996 8,004,976 9,298,212
Allowance for credit losses(4)
(138,809) (120,049) (134,192)
Loans held for sale 82,515 396,728 139,451
Investment securities, at fair value 1,474,064 1,686,738 1,474,176
Other real estate owned, net 4,085 9,721 5,794
Total assets 13,101,147 12,674,191 12,847,756
Interest-bearing deposits 8,693,766 8,208,580 8,179,203
Noninterest-bearing deposits 2,489,149 2,787,698 2,676,631
Total deposits 11,182,915 10,996,278 10,855,834
Estimated insured or collateralized deposits 7,926,537 7,631,005 7,288,641
Borrowings 312,131 155,733 415,677
Total common shareholders' equity 1,369,696 1,379,776 1,325,425
Selected Ratios
Return on average:
Assets(3)
1.15 % 1.13 % 1.01 %
Common shareholders' equity(3)
11.0 % 10.1 % 9.23 %
Tangible common equity(2)
13.6 % 12.4 % 11.4 %
Average shareholders' equity to average assets 10.4 % 11.2 % 10.9 %
Net interest margin (tax-equivalent basis) 3.51 % 3.04 % 3.57 %
Efficiency ratio 63.3 % 68.9 % 66.1 %
Adjusted efficiency ratio (tax-equivalent basis)(2)
63.3 % 68.1 % 62.7 %
Loans HFI to deposit ratio 83.8 % 72.8 % 85.7 %
Yield on interest-earning assets 5.38 % 3.28 % 4.16 %
Cost of interest-bearing liabilities 2.61 % 0.34 % 0.87 %
Cost of total deposits 1.94 % 0.20 % 0.54 %
Estimated uninsured and uncollateralized deposits as a percentage of total deposits(5)
29.1 % 30.6 % 32.9 %

As of or for the three months ended, As of or for the year ended
March 31, December 31,
2023 2022 2022
Credit Quality Ratios
Allowance for credit losses as a percentage of loans HFI(4)
1.48 % 1.50 % 1.44 %
Net (charge-offs) recoveries as a percentage of average loans HFI (0.02) % 0.03 % (0.02) %
Nonperforming assets as a percentage of total assets(6)
0.61 % 0.44 % 0.68 %
Nonperforming loans HFI to total loans HFI, net of unearned income 0.49 % 0.51 % 0.49 %
Capital Ratios (Company)
Total common shareholders' equity to assets 10.5 % 10.9 % 10.3 %
Tangible common equity to tangible assets(2)
8.68 % 9.03 % 8.50 %
Tier 1 Capital (to average assets) 10.4 % 10.2 % 10.5 %
Tier 1 Capital (to risk-weighted assets(7)
11.6 % 12.3 % 11.3 %
Total capital (to risk-weighted assets)(7)
13.6 % 14.2 % 13.1 %
Common Equity Tier 1 (to risk-weighted assets) (CET1)(7)
11.3 % 12.0 % 11.0 %
Capital Ratios (Bank)
Total common shareholders' equity to assets 10.4 % 10.8 % 10.4 %
Tier 1 Capital (to average assets) 10.2 % 9.8 % 10.4 %
Tier 1 Capital (to risk-weighted assets)(7)
11.3 % 11.9 % 11.1 %
Total capital to (risk-weighted assets)(7)
13.3 % 13.8 % 12.9 %
Common Equity Tier 1 (to risk-weighted assets) (CET1) (7)
11.3 % 11.9 % 11.1 %



	As of or for the three months ended			As of or for the year ended
	March 31,			December 31,
		2024		2023		2023
Credit Quality Ratios
Allowance for credit losses on loans HFI as a percentage of loans HFI		1.63	%	1.48	%	1.60	%
Net charge-offs as a percentage of average loans HFI		(0.02)	%	(0.02)	%	(0.01)	%

Nonperforming loans HFI as a percentage of loans HFI		0.73	%	0.49	%	0.65	%
Nonperforming assets as a percentage of total assets(4)		0.75	%	0.61	%	0.69	%

Capital Ratios (Company)
Total common shareholders' equity to assets		11.8	%	10.5	%	11.5	%
Tangible common equity to tangible assets(2)		9.99	%	8.68	%	9.74	%
Tier 1 leverage		11.3	%	10.4	%	11.3	%
Tier 1 risk-based capital		12.8	%	11.6	%	12.5	%
Total risk-based capital		15.0	%	13.6	%	14.5	%
Common Equity Tier 1		12.6	%	11.3	%	12.2	%

(1)Book value per share equals our total common shareholders’ equity ~~as of the date presented~~ divided by the number of shares of our common stock outstanding as of the date presented. ~~The number of shares of our common stock outstanding was 46,762,626, 47,487,874 and 46,737,912 as of March 31, 2023, March 31, 2022 and December 31, 2022, respectively.~~

(2)~~These measures are not measures recognized under GAAP, and are therefore considered to be non-GAAP~~Non-GAAP financial ~~measures.~~measure; See ~~“GAAP~~"GAAP reconciliation and management explanation of non-GAAP financial measures” ~~in this Report for a reconciliation of these measures to their most comparable GAAP measures.~~and non-GAAP reconciliations herein.

(3)~~We have~~ROAA and ROAE is calculated ~~our return on average assets and return on average common equity for a period~~ by dividing annualized net income or loss for that period by our average assets ~~and~~or average equity asfor the case may be, for that period. We calculate our average assets and average common equity for a period by dividing the sum of our total asset balance or total common shareholders' equity balance, as the case may be, as of the close of business on each day in the relevant period and dividing by the number of days in thesame period.

(4)~~Excludes reserve for credit losses on unfunded commitments.~~

~~(5)Amounts are shown on a fully consolidated basis~~Includes $20,876, $20,528 and ~~exclude deposits~~$21,229 of ~~affiliates that are eliminated in consolidation.~~

~~(6)Includes~~ optional ~~right~~rights to repurchase ~~government guaranteed~~delinquent GNMA ~~mortgage~~ loans ~~previously sold that have become past due greater than 90 days~~ as of March 31, 2024, March 31, 2023 and December 31, ~~2022. See 'Nonperforming assets' under the subheading 'Asset quality' included within this management's discussion and analysis for further discussion.~~

~~(7)We calculate our risk-weighted assets using the standardized method of the Basel III Framework and reflect the election to opt-out of including accumulated other comprehensive income.~~2023, respectively.

GAAP reconciliation and management explanation of non-GAAP financial measures

We identify certain financial measures discussed in this Report as being ~~"non-GAAP~~“non-GAAP financial measures."” The non-GAAP financial measures presented in this Report are adjusted efficiency ratio ~~(tax equivalent~~(tax-equivalent basis), tangible book value per common share, tangible common equity to tangible assets and return on average tangible common equity.

In accordance with the SEC's rules, we classify a financial measure as being a non-GAAP financial measure if that financial measure excludes or includes amounts, or is subject to adjustments that have the effect of excluding or including amounts, that are included or excluded, as the case may be, in the most directly comparable measure calculated and presented in accordance with GAAP as in effect from time to time in the United States in our consolidated statements of income, balance sheets or statements of cash flows.

The non-GAAP financial measures that we discuss in this Report should not be considered in isolation or as a substitute for the most directly comparable or other financial measures calculated in accordance with GAAP. Moreover, the manner in which we calculate the non-GAAP financial measures that we discuss in our selected historical consolidated financial ~~highlights~~data may differ from that of other companies reporting measures with similar names. ~~As a result of differences in~~You should understand how ~~companies report non-GAAP measures, presentations by~~such other banking organizations ~~may not be comparable~~calculate their financial measures similar or with ~~ours.~~names similar to the non-GAAP financial measures we have discussed in our selected historical consolidated financial data when comparing such non-GAAP financial measures. The following reconciliation tables provide a more detailed analysis of these, and ~~reconciliations~~reconciliation for, each of ~~these~~ non-GAAP financial measures.

~~Adjusted Efficiency~~Core efficiency ratio (tax-equivalent basis)

The ~~adjusted~~core efficiency ratio (tax-equivalent basis) is a non-GAAP measure that excludes certain gains, ~~(losses), Mortgage restructuring expenses,~~losses and other selected items. Our management uses this measure in its analysis of our performance. Our management believes this measure provides a greater understanding of ongoing operations and enhances comparability of results with prior periods, as well as demonstrates the effects of significant gains ~~or losses~~ and ~~changes.~~charges. The most directly comparable financial measure calculated in accordance with GAAP is the efficiency ratio.

The following table presents ~~as of the dates set forth below,~~ a reconciliation of our ~~adjusted~~core efficiency ratio (tax-equivalent basis) to our efficiency ~~ratio:~~ratio for the periods below:

(dollars in thousands, except %) Three Months Ended March 31, Year Ended December 31,
2023 2022 2022
Adjusted efficiency ratio (tax-equivalent
    basis)
Total noninterest expense $ 80,440 $ 89,272 $ 348,346
Less mortgage restructuring expenses — — 12,458
Adjusted noninterest expense $ 80,440 $ 89,272 $ 335,888
Net interest income (tax-equivalent basis) $ 104,493 $ 88,932 $ 415,282
Total noninterest income 23,349 41,392 114,667
Less gain (loss) on change in fair value of
   commercial loans held for sale 910 (174) (5,133)
Less loss on sales or write-downs of
   other real estate owned and other assets (183) (434) (265)
Less gain (loss) from securities, net 69 (152) (376)
Adjusted noninterest income $ 22,553 $ 42,152 $ 120,441
Adjusted operating revenue $ 127,046 $ 131,084 $ 535,723
Efficiency ratio (GAAP) 63.3 % 68.9 % 66.1 %
Adjusted efficiency ratio (tax-equivalent
    basis) 63.3 % 68.1 % 62.7 %


(dollars in thousands)	Three Months Ended March 31,				Year Ended December 31,
		2024			2023			2023
Core efficiency ratio (tax-equivalent basis)
Total noninterest expense		$	72,420		$	80,440		$	324,929


Less early retirement and severance costs		—			—			8,449


Less (gain) loss on lease terminations		—			(72)			1,770
Less FDIC special assessment		500			—			1,788



Core noninterest expense		$	71,920		$	80,512		$	312,922
Net interest income		$	99,490		$	103,660		$	407,217
Net interest income (tax-equivalent basis)		100,199			104,493			410,562
Total noninterest income		7,962			23,349			70,543
Less (loss) gain from securities, net		(16,213)			69			(13,973)
Less gain (loss) on sales or write-downs of other real estate owned and other assets		565			(183)			(27)
Less gain (loss) on change in fair value of commercial loans held for sale acquired in previous business combination		—			910			(2,114)





Core noninterest income		23,610			22,553			86,657
Total revenue		$	107,452		$	127,009		$	477,760
Core revenue (tax-equivalent basis)		$	123,809		$	127,046		$	497,219
Efficiency ratio		67.4		%	63.3		%	68.0		%
Core efficiency ratio (tax-equivalent basis)		58.1		%	63.4		%	62.9		%

5049

~~Tangible book value per common share and tangible common equity to tangible assets~~

Tangible book value per common share and tangible common equity to tangible assets are non-GAAP measures that exclude the impact of goodwill and other intangibles used by our management to evaluate capital adequacy. Because intangible assets such as goodwill and other intangibles vary extensively from company to company, we believe that the presentation of this information allows investors to more easily compare the Company's capital position to other companies. The most directly comparable financial measure calculated in accordance with GAAP is book value per common share and our total common shareholders' equity to total assets.

The following table presents, as of the dates set forth below, tangible common equity compared with total common shareholders' equity, tangible book value per common share compared with our book value per common share and common equity to tangible assets compared to total common shareholders' equity to total assets:


			As of March 31,						As of December 31,
(dollars in thousands, except share data and %)			2023			2022			2022
Tangible Assets
Tangible book value per common share and tangible common equity to tangible assets Tangible book value per common share and tangible common equity to tangible assets are non-GAAP measures that exclude the impact of goodwill and other intangibles used by management to evaluate capital adequacy. Because intangible assets, such as goodwill and other intangibles, vary extensively from company to company, we believe that the presentation of this information allows investors to more easily compare our capital position to other companies. The most directly comparable financial measure calculated in accordance with GAAP is book value per common share and our total shareholders’ equity to total assets. The following table presents, as of the dates set forth below, tangible common equity compared with total common shareholders' equity, tangible book value per common share compared with our book value per common share and common equity to tangible assets compared to total common shareholders' equity to total assets:												Tangible book value per common share and tangible common equity to tangible assets Tangible book value per common share and tangible common equity to tangible assets are non-GAAP measures that exclude the impact of goodwill and other intangibles used by management to evaluate capital adequacy. Because intangible assets, such as goodwill and other intangibles, vary extensively from company to company, we believe that the presentation of this information allows investors to more easily compare our capital position to other companies. The most directly comparable financial measure calculated in accordance with GAAP is book value per common share and our total shareholders’ equity to total assets. The following table presents, as of the dates set forth below, tangible common equity compared with total common shareholders' equity, tangible book value per common share compared with our book value per common share and common equity to tangible assets compared to total common shareholders' equity to total assets:
		March 31,															March 31,			December 31,
(dollars in thousands, except share data)
Tangible assets
Total assets
Total assets
Total assets	Total assets		$	13,101,147		$	12,674,191		$	12,847,756
Adjustments:	Adjustments:
Goodwill	Goodwill		(242,561)			(242,561)			(242,561)
Core deposit and other intangibles			(11,378)			(15,709)			(12,368)
Goodwill
Goodwill
Intangibles, net
Tangible assets	Tangible assets		$	12,847,208		$	12,415,921		$	12,592,827
Tangible Common Equity
Tangible common equity
Total common shareholders' equity
Total common shareholders' equity
Total common shareholders' equity	Total common shareholders' equity		$	1,369,696		$	1,379,776		$	1,325,425
Adjustments:	Adjustments:
Goodwill	Goodwill		(242,561)			(242,561)			(242,561)
Core deposit and other intangibles			(11,378)			(15,709)			(12,368)
Goodwill
Goodwill
Intangibles, net
Tangible common equity	Tangible common equity		$	1,115,757		$	1,121,506		$	1,070,496
Common shares outstanding	Common shares outstanding		46,762,626			47,487,874			46,737,912
Book value per common share	Book value per common share		$	29.29		$	29.06		$	28.36
Tangible book value per common share	Tangible book value per common share		$	23.86		$	23.62		$	22.90
Total common shareholders' equity to total assets	Total common shareholders' equity to total assets		10.5		%	10.9		%	10.3		%	Total common shareholders' equity to total assets	11.8	%	10.5	%		11.5	%
Tangible common equity to tangible assets	Tangible common equity to tangible assets		8.68		%	9.03		%	8.50		%	Tangible common equity to tangible assets	9.99	%	8.68	%		9.74	%

Loan categories:

The principal categories of our loans held for investment portfolio are discussed below:


Commercial and industrial loans.			~~We provide a mix of variable and fixed rate commercial and industrial loans. Our commercial~~Commercial and industrial loans are typically made to small and medium-sized manufacturing, wholesale, retail and service businesses, and farmers for working capital and operating needs and business ~~expansions, including the purchase of capital equipment and loans made to farmers relating to their operations.~~expansions. This category also includes loans secured by manufactured housing ~~receivables.~~receivables made primarily to manufactured housing communities. Commercial and industrial loans generally include lines of credit and loans with maturities of five years or less. Commercial and industrial loans are generally made with operating cash flows as the primary source of repayment, but may also include collateralization by inventory, accounts receivable, equipment and personal guarantees. ~~We plan to continue to make commercial and industrial loans an area of emphasis in our lending portfolio in the future.~~









Construction loans.			~~Our construction~~Construction loans include commercial construction, land acquisition and land development loans and single-family interim construction loans to ~~small-~~small and medium-sized businesses and individuals. These loans are generally secured by the land or the real property being built and are made based on our assessment of the value of the property on an as-completed ~~basis. These loans can carry risk~~basis and repayment depends upon project completion and sale, refinancing, or operation of ~~repayment when projects incur cost overruns, have an increase in~~ the price of building materials, encounter zoning and environmental issues, or encounter other factors that may affect the completion of a project on time and on budget. Additionally, repayment risk may be negatively impacted when the market experiences a deterioration in the value of real estate. We continue to focus on decreasing these commitments. While commitments made in 2021 and the first quarter of 2022 have continued to fund up, commitments to extend additional funds in this category have slowed and the unfunded commitments in our construction portfolio have declined $298.8 million or 18.2% compared to December 31, 2022. We expect our outstanding balances in the construction portfolio to decrease over the coming quarters as loans mature and unfunded commitments continue to decrease.












1-4 family mortgage loans.			Our residential real estate 1-4 family mortgage loans are primarily made with respect to and secured by single family homes, including manufactured homes with real estate, which are both owner-occupied and investor owned. ~~Our future origination volume could be impacted by any deterioration~~Repayment depends primarily upon the cash flow of ~~housing values in our markets and increased unemployment or underemployment.~~the borrower as well as the value of the real estate collateral.





Residential line of credit loans.			Our residential line of credit loans are primarily revolving, open-end lines of credit secured by 1-4 ~~family~~ residential properties. ~~We intend to continue to make residential line~~Repayment depends primarily upon the cash flow of credit loans if housing values in our markets do not deteriorate from current prevailing levels and we are able to make such loans consistent with our current credit and underwriting standards. Residential linethe borrower as well as the value of ~~credit loans may also be affected by unemployment or underemployment and deteriorating market values of~~the real ~~estate.~~estate collateral.




Multi-family residential loans.			Our multi-family residential loans are primarily secured by multi-family properties, such as apartments and condominium buildings. ~~The~~Repayment depends primarily upon the cash flow of the borrower as well as the value of ~~these loans may be affected by unemployment or underemployment, and market values of~~the real estate among other factors. We plan to continue to make multifamily loans an area of emphasis for our loan portfolio as demand in our markets for housing increases and 1-4 family mortgages become more difficult to obtain.collateral.


Commercial real estate owner-occupied loans.			Our commercial real estate owner-occupied loans include loans to finance commercial real estate owner occupied properties for various purposes including use as offices, warehouses, production facilities, health care facilities, retail centers, restaurants, churches and agricultural based facilities. Commercial real estate owner-occupied loans are typically repaid through the ongoing business operations of the borrower, and hence are dependent on the success of the underlying business for repayment and are more exposed to general economic conditions. Due to current market conditions and macroeconomic forecasts, we expect growth in commercial real estate owner-occupied loans to be moderated compared to historical growth.borrower.







Commercial real estate non-owner occupied loans.			Our commercial real estate non-owner occupied loans include loans to finance commercial real estate ~~non-owner occupied~~ investment properties for various purposes including use as offices, warehouses, health care facilities, hotels, mixed-use residential/commercial, manufactured housing communities, retail centers, multifamily properties, assisted living facilities and agricultural based facilities. Commercial real estate non-owner occupied loans are typically repaid with the funds received from the sale or refinancing of the ~~completed~~ property or rental ~~proceeds~~income from such property, and are therefore more sensitive to adverse conditions in the real estate market, which can also be affected by general economic conditions. We expect growth in commercial real estate non-owner occupied loans to be reduced in comparison to historical growth due to our current macroeconomic outlook.property.









Consumer and other loans.			Consumer and other loans include ~~consumer~~ loans ~~made~~ to individuals for personal, family and household purposes, including car, boat and other recreational vehicle loans, manufactured homes (without real estate) and ~~other recreational vehicle loans and~~ personal lines of credit. ~~These~~Consumer loans are generally secured by vehicles ~~manufactured homes,~~ and other household ~~goods. The collateral securing consumer loans may depreciate over time. We seek to minimize these risks through its underwriting standards.~~goods, with repayment depending primarily on the cash flow of the borrower. Other loans also include loans to states and political subdivisions in the U.S. ~~These loans~~and are ~~generally subject to the risk that the borrowing municipality~~repaid through tax revenues or political subdivision may lose a significant portion of its tax base or that the project for which the loan was made may produce inadequate revenue. None of these categories of loans represent a significant portion of our loan portfolio.refinancing.

As part of our lending policy and risk management activities, we track lending exposure of commercial and industrial and owner-occupied commercial real estate by industry classification (as defined by the North American Industry Classification System) and type to determine potential risks associated with industry concentrations, and if any risk issues could lead to additional credit loss exposure. The table below provides a summary of our commercial and industrial and owner-occupied commercial real estate portfolios by industry classification.


	March 31, 2024
(dollars in thousands)	Committed		Amount Outstanding		Nonperforming
Commercial and industrial
Real estate rental and leasing	$	539,837	$	320,040	$	163
Finance and insurance	473,762		326,585		53
Construction	399,154		112,145		4,899
Manufacturing	258,171		172,763		4,479
Wholesale trade	162,511		91,737		189
Professional, scientific and technical services	162,051		92,749		2,332
Information	153,478		64,878		—
Retail trade	104,926		65,643		9,146
Other services (except public administration)	99,885		60,412		—
Administrative and support and waste management and remediation services	94,555		56,621		2,313
Health care and social assistance	90,024		56,614		554
Transportation and warehousing	89,537		77,029		136
Educational services	66,010		29,328		—
Arts, entertainment and recreation	40,068		29,268		—
Accommodation and food services	27,292		19,906		50
Agriculture, forestry, fishing and hunting	24,316		16,794		315
Other	91,443		29,099		14
Total	$	2,877,020	$	1,621,611	$	24,643

Commercial real estate owner-occupied
Real estate rental and leasing	$	243,473	$	231,380	$	—
Other services (except public administration)	192,527		188,429		126
Retail trade	158,327		153,250		—
Health care and social assistance	127,183		125,808		237
Accommodation and food services	109,422		108,358		—
Manufacturing	86,451		83,047		75
Construction	69,407		63,152		—
Wholesale trade	64,765		61,597		—
Transportation and warehousing	62,632		34,734		—
Professional, scientific and technical services	39,954		38,027		199
Arts, entertainment and recreation	36,669		35,093		—
Agriculture, forestry, fishing and hunting	27,743		25,527		989
Educational services	23,193		21,352		—
Finance and insurance	17,934		17,668		—
Management of companies and enterprises	16,375		14,505		—
Information	16,041		14,165		883
Other	21,311		19,915		560
Total	$	1,313,407	$	1,236,007	$	3,069

Additionally, we track our lending exposure of non-owner occupied commercial real estate and construction by collateral property type to determine potential risks associated with collateral types, and if any risk issues could lead to additional credit loss exposure.

The following table provides a summary of our non-owner occupied commercial real estate and construction loan portfolios by collateral property type:


	March 31, 2024
(dollars in thousands)	Committed		Amount Outstanding		Nonperforming
Commercial real estate non-owner occupied
Retail	$	505,335	$	494,932	$	368
Office	378,401		355,977		31
Warehouse and industrial	332,295		304,516		—
Hotel	317,053		315,435		2,851
Self-storage	141,051		134,022		—
Land-mobile home park	108,353		102,419		—
Assisted living and special care facilities	89,714		89,295		—
Healthcare facility	74,125		73,454		—
Restaurants, bars and event venues	38,417		36,552		—
Recreation, sports and entertainment	29,842		29,842		—
Other	59,310		55,082		—
Total	$	2,073,896	$	1,991,526	$	3,250

Construction
Consumer:
Construction	$	190,832	$	133,034	$	2,436
Land	38,102		36,172		75
Commercial:
Multi-family	346,380		162,305		—
Land	276,234		238,255		—
Retail	25,936		20,191		—
Convenience store and gas station	19,523		14,787		—
Recreation, sports and entertainment	18,252		3,013		—
Office	15,380		12,876		—
Self-storage	13,393		5,379		—
Car wash	10,309		8,119		—
Healthcare facility	9,300		9,074		—
Other	26,739		12,075		—

Residential Development:
Construction	698,016		484,705		—
Land	127,881		91,686		3,151
Lots	43,181		37,212		—
Total	$	1,859,458	$	1,268,883	$	5,662

Loan maturity and sensitivities

The following table presents the contractual maturities of our loan portfolio as of March 31, ~~2023.~~2024. Loans with scheduled maturities are reported in the maturity category in which the payment is due. Demand loans with no stated maturity and overdrafts are reported in the “due in 1 year or less” category. Loans that have adjustable rates are shown as amortizing to final maturity rather than when the interest rates are next subject to change. The tables do not include prepayment assumptions or scheduled repayments.

March 31, 2023
Loan type (dollars in thousands) Maturing in one
year or less Maturing in one
to five years Maturing in
five to fifteen years Maturing after
fifteen years Total
Commercial and industrial $ 658,527 $ 817,286 $ 194,600 $ 985 $ 1,671,398
Commercial real estate:
Owner-occupied 116,227 564,532 429,717 26,502 1,136,978
Non-owner occupied 165,618 887,871 866,862 19,166 1,939,517
Residential real estate:
1-to-4 family mortgage 83,614 420,287 285,082 773,520 1,562,503
Residential line of credit 33,577 94,987 368,440 387 497,391
Multi-family mortgage 57,835 287,093 128,812 15,639 489,379
Construction 938,585 573,838 179,523 5,567 1,697,513
Consumer and other 38,350 66,070 69,561 197,336 371,317
Total ($) $ 2,092,333 $ 3,711,964 $ 2,522,597 $ 1,039,102 $ 9,365,996
Total (%) 22.3 % 39.6 % 26.9 % 11.2 % 100.0 %


	March 31, 2024
Loan type (dollars in thousands)	Maturing in one year or less			Maturing in one to five years			Maturing in five to fifteen years			Maturing after fifteen years			Total
Commercial and industrial	$	748,303		$	763,058		$	109,285		$	965		$	1,621,611
Construction	808,279			390,654			61,427			8,523			1,268,883
Residential real estate:
1-to-4 family mortgage	66,691			444,912			230,419			835,802			1,577,824
Residential line of credit	47,730			97,403			403,917			256			549,306
Multi-family mortgage	50,308			420,460			124,714			19,599			615,081
Commercial real estate:
Owner-occupied	129,691			685,765			396,763			23,788			1,236,007
Non-owner occupied	195,992			1,032,690			746,649			16,195			1,991,526
Consumer and other	21,908			72,428			75,499			258,836			428,671
Total ($)	$	2,068,902		$	3,907,370		$	2,148,673		$	1,163,964		$	9,288,909
Total (%)	22.3		%	42.1		%	23.1		%	12.5		%	100.0		%

For loans due after one year or more, the following table presents the interest rate composition for loans outstanding as of March 31, ~~2023.~~2024.


			March 31, 2023
		March 31, 2024																March 31, 2024
Loan type (dollars in thousands)	Loan type (dollars in thousands)		Fixed interest rate			Floating interest rate			Total			Loan type (dollars in thousands)	Fixed interest rate		Floating interest rate		Total
Commercial and industrial	Commercial and industrial		$	502,457		$	510,414		$	1,012,871
Commercial real estate:
Owner-occupied			784,961			235,790			1,020,751
Non-owner occupied			977,567			796,332			1,773,899
Construction
Residential real estate:	Residential real estate:
1-to-4 family mortgage
1-to-4 family mortgage
1-to-4 family mortgage	1-to-4 family mortgage		1,161,189			317,700			1,478,889
Residential line of credit	Residential line of credit		4,328			459,486			463,814
Multi-family mortgage	Multi-family mortgage		327,557			103,987			431,544
Construction			276,203			482,725			758,928
Commercial real estate:
Owner-occupied
Owner-occupied
Owner-occupied
Non-owner occupied
Consumer and other	Consumer and other		319,043			13,924			332,967
Total ($)	Total ($)		$	4,353,305		$	2,920,358		$	7,273,663
Total (%)	Total (%)		59.9		%	40.1		%	100.0		%	Total (%)	57.6	%	42.4	%	100.0		%

The following table presents the contractual maturities of our loan portfolio segregated into fixed and floating interest rate loans as of March 31, ~~2023. As of March 31, 2023 and December 31, 2022, we had $17.2 million and $17.4 million, respectively, in fixed-rate loans in which we have entered into variable rate swap contracts.~~2024.

March 31, 2023
(dollars in thousands) Fixed
interest rate Floating
interest rate Total
As of March 31, 2023
One year or less $ 655,944 $ 1,436,389 $ 2,092,333
One to five years 2,293,405 1,418,559 3,711,964
Five to fifteen years 1,303,729 1,218,868 2,522,597
Over fifteen years 756,171 282,931 1,039,102
Total ($) $ 5,009,249 $ 4,356,747 $ 9,365,996
Total (%) 53.5 % 46.5 % 100.0 %


	March 31, 2024
Contractual maturity (dollars in thousands)	Fixed interest rate			Floating interest rate			Total
One year or less	$	578,700		$	1,490,202		$	2,068,902
One to five years	2,278,333			1,629,037			3,907,370
Five to fifteen years	1,064,045			1,084,628			2,148,673
Over fifteen years	812,784			351,180			1,163,964
Total ($)	$	4,733,862		$	4,555,047		$	9,288,909
Total (%)	51.0		%	49.0		%	100.0		%

6564

Of the loans shown above with floating interest rates as of March 31, ~~2023,~~2024, many have interest rate floors as follows:


Loans with interest rate floors (dollars in thousands)	Loans with interest rate floors (dollars in thousands)	Maturing in one year or less		Weighted average level of support (bps)	Maturing in one to five years		Weighted average level of support (bps)	Maturing in five years to fifteen years		Weighted average level of support (bps)	Maturing after fifteen years		Weighted average level of support (bps)	Total		Weighted average level of support (bps)	Loans with interest rate floors (dollars in thousands)	Maturing in one year or less	Weighted average level of support (bps)	Maturing in one to five years	Weighted average level of support (bps)	Maturing in five years to fifteen years	Weighted average level of support (bps)	Maturing after fifteen years	Weighted average level of support (bps)	Total	Weighted average level of support (bps)
Loans with current rates above floors:	Loans with current rates above floors:

1-25 bps

1-25 bps

1-25 bps	1-25 bps	$	2,112	24.92	$	—	—	$	—	—	$	—	—	$	2,112	24.92
26-50 bps	26-50 bps	1,704		50.00	3,183		29.94	494		33.73	2,007		28.00	7,388		34.29
51-75 bps	51-75 bps	223		75.00	2,590		67.66	17,228		60.20	4,639		63.09	24,680		61.66
76-100 bps	76-100 bps	816		100.00	13,711		89.53	4,875		84.12	3,239		79.79	22,641		87.35
101-200 bps	101-200 bps	23,209		169.97	95,689		161.57	87,155		150.47	10,708		169.55	216,761		158.40
201-300 bps	201-300 bps	83,098		270.59	85,855		267.46	141,351		252.12	21,607		261.00	331,911		261.29
301-400 bps	301-400 bps	326,557		378.40	241,584		375.47	181,356		363.67	38,384		367.84	787,881		373.60
401-500 bps	401-500 bps	664,140		460.19	513,397		454.36	455,390		452.45	143,024		460.20	1,775,951		456.52
501-600 bps	501-600 bps	6,446		535.80	6,740		542.72	26,664		545.20	33,184		524.94	73,034		534.94
601 bps and above	601 bps and above	668		788.60	2,736		675.48	11,237		686.53	2,157		800.00	16,798		703.36
Total loans with current rates above floors	Total loans with current rates above floors	$	1,108,973	414.66	$	965,485	382.61	$	925,750	372.09	$	258,949	413.77	$	3,259,157	393.00
Loans at interest rate floors providing support:	Loans at interest rate floors providing support:
1-25 bps		$	—	—	$	1,250	22.00	$	—	—	$	—	—	$	1,250	22.00

26-50 bps	26-50 bps	—		—	—		—	428		47.00	138		47.00	566		47.00

26-50 bps

101-200 bps		—		—	39		162.00	281		147.00	—		—	320		148.85
26-50 bps
51-75 bps
76-100 bps

Total loans at interest rate floors providing support	Total loans at interest rate floors providing support	$	—	—	$	1,289	26.28	$	709	86.61	$	138	47.00	$	2,136	47.64

Total loans at interest rate floors providing support

Total loans at interest rate floors providing support

Asset quality

In order to operate with a sound risk profile, we focus on originating loans that we believe to be of high quality. We have established loan approval policies and procedures to assist us in maintaining the overall quality of our loan portfolio. When delinquencies in our loans exist, we rigorously monitor the levels of such delinquencies for any negative or adverse trends. From time to time, we may modify loans to extend the term or make other concessions, including ~~extensions or~~ interest rate ~~modifications,~~reduction, a term extension, principal forgiveness, payment deferral, or a combination thereof, to help a borrower with a deteriorating financial condition stay current on their loan and to avoid foreclosure. Furthermore, we are committed to collecting on all of our ~~loans, which can result in us carrying higher nonperforming assets. We believe this~~loans. This practice leads to higher recoveries in the long-term.

Nonperforming assets

Our nonperforming assets consist of nonperforming loans, other real estate owned and other repossessed non-earning assets. As of March 31, ~~2023~~2024 and December 31, ~~2022,~~2023, we had ~~$79.9~~$94.1 million and ~~$87.5~~$86.5 million, respectively, in nonperforming assets. Nonperforming loans are those on which the accrual of interest has stopped, as well as loans that are contractually 90 days past due on which interest continues to accrue. Generally, the accrual of interest is discontinued when the full collection of principal or interest is in doubt or when the payment of principal or interest has been contractually 90 days past due, unless the obligation is both well secured and in the process of collection. In our loan review process, we seek to identify and proactively address nonperforming loans. Accrued interest receivable written off as an adjustment to interest income amounted to $0.2 million for both the three months ended March 31, ~~2023~~2024 and ~~2022.~~2023. Additionally, we had net interest recoveries on nonperforming assets previously charged off of ~~$0.2~~$0.3 million and ~~$1.0~~$0.2 million for the three months ended March 31, ~~2023~~2024 and ~~2022,~~2023, respectively.

Nonperforming loans HFI increased by $6.8 million to $67.8 million as of March 31, 2024 compared to $60.9 million as of December 31, 2023. The increase in nonperforming loans primarily occurred in our commercial and construction portfolios.

In addition to loans HFI, we also include loans HFS that have stopped accruing interest or become 90 days or more past due. Our nonperforming commercial loans HFS represent a pool of institutional healthcare loans acquired in our 2020 merger with Franklin Financial Network, Inc. that amounted to $9.3 million as of both March 31, 2023 and December 31, 2022, respectively.

As of March 31, ~~2023~~2024 and December 31, ~~2022,~~2023, we had ~~$20.5~~$20.9 million and ~~$26.2~~$21.2 million, respectively, of delinquent GNMA optional repurchase loans previously sold included on our consolidated balance sheets in loans held for sale. These are considered nonperforming assets as we do not earn any interest on the unexercised option to repurchase these loans.

As of both March 31, ~~2023~~2024 and December 31, ~~2022,~~2023, other real estate owned included ~~$0.5~~$0.1 million ~~and $2.1 million, respectively,~~ of excess land and facilities held for sale resulting from our prior acquisitions. Other ~~nonperforming~~repossessed assets also included other repossessed non-real estate amounting to ~~$0.5~~$1.8 million and ~~$0.4~~$1.1 million as of March 31, ~~2023~~2024 and December 31, ~~2022,~~2023, respectively.

The following table provides details of our nonperforming assets, the ratio of such loans and other nonperforming assets to total assets, and certain other related information as of the dates presented:


		March 31,						December 31,
		March 31,
		March 31,
		March 31,
(dollars in thousands)	(dollars in thousands)	2023			2022			2022
Loan Type
(dollars in thousands)
(dollars in thousands)
Loan Type:
Loan Type:
Loan Type:
Commercial and industrial
Commercial and industrial
Commercial and industrial	Commercial and industrial	$	2,455		$	3,940		$	1,443
Construction	Construction	382			679			389
Construction
Construction
Residential real estate:
Residential real estate:
Residential real estate:	Residential real estate:
1-to-4 family mortgage	1-to-4 family mortgage	20,593			15,023			23,115
1-to-4 family mortgage
1-to-4 family mortgage
Residential line of credit
Residential line of credit
Residential line of credit	Residential line of credit	1,082			1,577			1,531
Multi-family mortgage	Multi-family mortgage	39			48			42
Multi-family mortgage
Multi-family mortgage
Commercial real estate:
Commercial real estate:
Commercial real estate:	Commercial real estate:
Owner-occupied	Owner-occupied	7,211			6,989			5,410
Owner-occupied
Owner-occupied
Non-owner occupied
Non-owner occupied
Non-owner occupied	Non-owner occupied	5,802			7,185			5,956
Consumer and other	Consumer and other	7,916			5,258			7,960
Total nonperforming loans held for investment		$	45,480		$	40,699		$	45,846
Consumer and other
Consumer and other
Total nonperforming loans HFI
Total nonperforming loans HFI
Total nonperforming loans HFI
Commercial loans held for sale
Commercial loans held for sale
Commercial loans held for sale	Commercial loans held for sale	9,278			5,087			9,289
Mortgage loans held for sale(1)	Mortgage loans held for sale(1)	20,528			—			26,211
Mortgage loans held for sale(1)
Mortgage loans held for sale(1)
Other real estate owned	Other real estate owned	4,085			9,721			5,794
Other		498			453			351
Other real estate owned
Other real estate owned
Other repossessed assets
Other repossessed assets
Other repossessed assets
Total nonperforming assets
Total nonperforming assets
Total nonperforming assets	Total nonperforming assets	$	79,869		$	55,960		$	87,491
Nonperforming loans held for investment as a percentage of total loans HFI	Nonperforming loans held for investment as a percentage of total loans HFI	0.49		%	0.51		%	0.49		%
Nonperforming loans held for investment as a percentage of total loans HFI
Nonperforming loans held for investment as a percentage of total loans HFI
Nonperforming assets as a percentage of total assets	Nonperforming assets as a percentage of total assets	0.61		%	0.44		%	0.68		%
Nonperforming assets as a percentage of total assets
Nonperforming assets as a percentage of total assets
Nonaccrual loans HFI as a percentage of loans HFI
Nonaccrual loans HFI as a percentage of loans HFI
Nonaccrual loans HFI as a percentage of loans HFI	Nonaccrual loans HFI as a percentage of loans HFI	0.35		%	0.35		%	0.30		%

(1) Represents optional right to repurchase government guaranteed GNMA mortgage loans previously sold that have become past due greater than 90 days as of March 31, 2023 and December 31, 2022.
(1) Represents optional right to repurchase government guaranteed GNMA mortgage loans previously sold that have become past due greater than 90 days.

(1) Represents optional right to repurchase government guaranteed GNMA mortgage loans previously sold that have become past due greater than 90 days.

(1) Represents optional right to repurchase government guaranteed GNMA mortgage loans previously sold that have become past due greater than 90 days.

We have evaluated our loans ~~held for investment~~HFI classified as nonperforming and believe all nonperforming loans have been adequately reserved for in the allowance for credit losses on loans HFI as of March 31, ~~2023~~2024 and December 31, ~~2022.~~2023. Management also continually monitors past due loans for potential credit quality deterioration. Loans not considered nonperforming include loans 30-89 days past due that continue to accrue interest amounting to ~~$25.1~~$37.5 million at March 31, ~~2023~~2024 as compared to ~~$31.3~~$47.0 million at December 31, ~~2022.~~2023. The decrease from December 31, 2023 to March 31, 2024 primarily occurred within our construction and 1-to-4 family mortgage portfolios.

Allowance for credit losses

We calculate our expected credit loss using a lifetime loss rate methodology. We utilize probability-weighted forecasts, which consider multiple macroeconomic variables from a third-party vendor that are applicable to the type of loan. Each of our loss rate models incorporate forward-looking macroeconomic projections throughout the reasonable and supportable forecast period and the subsequent historical reversion at the macroeconomic variable input level. In order to estimate the life of a loan, the contractual term of the loan is adjusted for estimated prepayments based on market information and our prepayment history.

The allowance for credit losses represents the portion of the loan's amortized cost basis that we do not expect to collect due to credit losses over the loan's life, considering past events, current conditions, and reasonable and supportable

forecasts of future economic ~~conditions considering macroeconomic forecasts.~~conditions. Loan losses are charged against the allowance when we believe the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance. The allowance for credit losses is based on the loan's amortized cost basis, excluding accrued interest receivable, as we promptly charge off uncollectible accrued interest ~~receivable determined~~receivable.

We calculate our expected credit loss using a lifetime loss rate methodology. We utilize probability-weighted forecasts, which consider multiple macroeconomic variables from Moody's that are applicable to ~~be uncollectible. We determine the appropriateness~~each type of ~~the allowance through periodic evaluation~~loan. See Note 1, "Basis of the loan portfolio, lending-related commitments and other relevant factors, including macroeconomic forecasts and historical loss rates. In future quarters, we may update information and forecasts that may cause significant changes in the estimate in those future quarters. See "Critical Accounting Estimates- Allowance for credit losses" within management's discussion and analysis in our Form 10-K and Note 3 “Loans and allowance for credit losses“presentation," in the notes to ~~the~~our consolidated financial statements in ~~this report~~our Annual Report that was filed with the SEC on February 27, 2024 for additional information regarding our methodology.

The following table presents the allocation of the allowance for credit losses on loans HFI by loan category as well as the ratio of loans by loan category compared to the total loan portfolio as of the dates indicated:

March 31, December 31,
2023 2022
(dollars in thousands) Amount ACL
as a % of loans HFI category Amount ACL
as a % of loans HFI category
Loan Type:
Commercial and industrial $ 11,117 0.67 % $ 11,106 0.67 %
Construction 41,025 2.42 % 39,808 2.40 %
Residential real estate:
   1-to-4 family mortgage 27,213 1.74 % 26,141 1.66 %
   Residential line of credit 9,034 1.82 % 7,494 1.51 %
   Multi-family mortgage 6,619 1.35 % 6,490 1.35 %
Commercial real estate:
   Owner occupied 7,952 0.70 % 7,783 0.70 %
   Non-owner occupied 21,868 1.13 % 21,916 1.12 %
Consumer and other 13,981 3.77 % 13,454 3.67 %
Total allowance $ 138,809 1.48 % $ 134,192 1.44 %


	March 31,		December 31,

	2024		2023
(dollars in thousands)	Amount		ACL as a % of loans HFI category		Amount		ACL as a % of loans HFI category

Loan Type:
Commercial and industrial	$	17,272	1.07	%	$	19,599	1.14	%
Construction	37,308		2.94	%	35,372		2.53	%
Residential real estate:
1-to-4 family mortgage	26,128		1.66	%	26,505		1.69	%
Residential line of credit	9,918		1.81	%	9,468		1.78	%
Multi-family mortgage	8,973		1.46	%	8,842		1.46	%
Commercial real estate:
Owner-occupied	10,749		0.87	%	10,653		0.86	%
Non-owner occupied	23,949		1.20	%	22,965		1.18	%
Consumer and other	17,370		4.05	%	16,922		4.11	%
Total allowance for credit losses on loans HFI	$	151,667	1.63	%	$	150,326	1.60	%

6867

The following table summarizes activity in our allowance for credit losses on loans HFI during the periods indicated:

Three Months Ended March 31, Year Ended December 31,
(dollars in thousands) 2023 2022 2022
Allowance for credit losses at beginning of period $ 134,192 $ 125,559 $ 125,559
Charge-offs:
Commercial and industrial (46) (4) (2,087)
Residential real estate:
1-to-4 family mortgage (16) — (77)
Commercial real estate:
Owner occupied — — (15)
Non-owner occupied — — (268)
Consumer and other (705) (575) (2,254)
Total charge-offs $ (767) $ (579) $ (4,701)
Recoveries:
Commercial and industrial $ 67 $ 958 $ 2,005
Construction — — 11
Residential real estate:
1-to-4 family mortgage 15 12 54
Residential line of credit — 1 17
Commercial real estate:
Owner-occupied 66 10 88
Consumer and other 239 217 766
Total recoveries $ 387 $ 1,198 $ 2,941
Net (charge-offs) recoveries (380) 619 (1,760)
Provision for credit losses 4,997 (6,129) 10,393
Allowance for credit losses at the end of period(1)
$ 138,809 $ 120,049 $ 134,192
Ratio of net (charge-offs) recoveries during the period to average loans outstanding during
the period (0.02) % 0.03 % (0.02) %
Allowance for credit losses as a percentage of loans at end of period(1)
1.48 % 1.50 % 1.44 %
Allowance for credit losses as a percentage of nonaccrual loans HFI(1)
421.9 % 431.4 % 489.2 %
Allowance for credit losses as a percentage of nonperforming loans at end of period(1)
305.2 % 295.0 % 292.7 %
(1) Excludes reserve for credit losses on unfunded commitments of $18.5 million,$16.3 million, and $23.0 million recorded in accrued expenses and other liabilities
on our consolidated balance sheets as of March 31, 2023, March 31, 2022, and December 31, 2022, respectively.


	Three Months Ended March 31,						Year Ended December 31,
(dollars in thousands)	2024			2023				2023
Allowance for credit losses on loans HFI at beginning of period	$	150,326		$	134,192			$	134,192


Charge-offs:
Commercial and industrial	(43)			(46)				(462)
Construction	(92)			—				—
Residential real estate:
1-to-4 family mortgage	—			(16)				(46)
Residential line of credit	(20)			—				—

Commercial real estate:
Owner-occupied	—			—				(144)

Consumer and other	(772)			(705)				(2,851)
Total charge-offs	$	(927)		$	(767)			$	(3,503)
Recoveries:
Commercial and industrial	$	14		$	67			$	273
Construction	—			—				10
Residential real estate:
1-to-4 family mortgage	56			15				100
Residential line of credit	—			—				1

Commercial real estate:
Owner-occupied	40			66				109
Non-owner occupied	—			—				1,833
Consumer and other	306			239				573
Total recoveries	$	416		$	387			$	2,899
Net charge-offs	(511)			(380)				(604)
Provision for credit losses on loans HFI	1,852			4,997				16,738


Allowance for credit losses on loans HFI at the end of period	$	151,667		$	138,809			$	150,326
Ratio of annualized net charge-offs during the period to average loans outstanding during the period	(0.02)		%	(0.02)		%		(0.01)		%
Allowance for credit losses on loans HFI as a percentage of loans	1.63		%	1.48		%		1.60		%
Allowance for credit losses on loans HFI as a percentage of nonaccrual loans HFI	276.3		%	421.9		%		311.7		%
Allowance for credit losses on loans HFI as a percentage of nonperforming loans	223.9		%	305.2		%		246.7		%

6968

The following tables details our (reversal of)provision for credit losses on loans HFI and net (charge-offs) recoveries to average loans HFI outstanding by loan category during the periods indicated:


			Provision for credit losses(1)			Net (charge-offs) recoveries			Average loans HFI			Ratio of annualized net (charge-offs) recoveries to average loans HFI
		(Reversal of) provision for credit losses on loans HFI																		(Reversal of) provision for credit losses on loans HFI							Net (charge-offs) recoveries									Average loans HFI							Ratio of annualized net (charge-offs) recoveries to average loans HFI
(dollars in thousands)	(dollars in thousands)			Provision for credit losses(1)				Net (charge-offs) recoveries			Average loans HFI				Ratio of annualized net (charge-offs) recoveries to average loans HFI

Three Months Ended March 31, 2023
Three Months Ended March 31, 2024

Three Months Ended March 31, 2024

Three Months Ended March 31, 2024
Commercial and industrial
Commercial and industrial
Commercial and industrial	Commercial and industrial		$		(10)				$	21			$	1,663,572		0.01		%					$	(2,298)			$					$	(29)			$			$	1,709,052			(0.01)				(0.01)	%
Construction	Construction		1,217			—			1,687,980			—	%	Construction					2,028			(92)					(92)				1,323,850						1,323,850		(0.03)						(0.03)	%
Residential real estate:	Residential real estate:
1-to-4 family mortgage
1-to-4 family mortgage
1-to-4 family mortgage	1-to-4 family mortgage		1,073			(1)			1,567,471			—	%				(433)				56				56				1,574,970						1,574,970			0.01					0.01		%
Residential line of credit	Residential line of credit		1,540			—			497,047			—	%	Residential line of credit					470			(20)					(20)				533,924						533,924		(0.02)						(0.02)	%
Multi-family mortgage	Multi-family mortgage		129			—			487,394			—	%	Multi-family mortgage					131			—					—				614,019						614,019		—						—	%
Commercial real estate:	Commercial real estate:
Owner-occupied	Owner-occupied		103			66			1,127,738			0.02	%
Owner-occupied
Owner-occupied																			56							40									1,235,782							0.01		%
Non-owner occupied	Non-owner occupied		(48)			—			1,951,024			—	%	Non-owner occupied					984			—					—				1,976,451						1,976,451		—						—	%
Consumer and other	Consumer and other		993			(466)			364,482			(0.52)	%	Consumer and other					914			(466)					(466)				418,746						418,746		(0.45)						(0.45)	%
Total	Total		$	4,997		$	(380)		$	9,346,708		(0.02)	%	Total					$	1,852		$				$	(511)			$					$	9,386,794		(0.02)					(0.02)		%
Three Months Ended March 31, 2022
Three months ended March 31, 2023
Commercial and industrial
Commercial and industrial
Commercial and industrial	Commercial and industrial		$	(4,006)		$	954		$	1,314,862		0.29	%				$	(10)			$			$	21			$					$	1,663,572			0.01				0.01		%
Construction	Construction		3,206			—			1,373,379			—	%	Construction					1,217			—					—				1,687,980						1,687,980		—						—	%
Residential real estate:	Residential real estate:
1-to-4 family mortgage
1-to-4 family mortgage
1-to-4 family mortgage																			1,073							(1)									1,567,471							—		%
Residential line of credit														Residential line of credit					1,540							—									497,047							—		%
Multi-family mortgage														Multi-family mortgage					129							—									487,394							—		%
Commercial real estate:
Owner-occupied
Owner-occupied
Owner-occupied																			103							66									1,127,738							0.02		%
Non-owner occupied														Non-owner occupied					(48)							—									1,951,024							—		%
Consumer and other														Consumer and other					993							(466)									364,482							(0.52)		%
Total														Total					$	4,997						$	(380)								$	9,346,708						(0.02)		%
Year Ended December 31, 2023
Commercial and industrial
Commercial and industrial
Commercial and industrial																			$	8,682						$	(189)								$	1,678,832						(0.01)		%
Construction														Construction					(4,446)							10									1,594,317							—		%
Residential real estate:
1-to-4 family mortgage
1-to-4 family mortgage
1-to-4 family mortgage	1-to-4 family mortgage		1,908			12			1,296,550			—	%				310				54				54				1,558,477						1,558,477			—					—		%
Residential line of credit	Residential line of credit		641			1			384,592			—	%	Residential line of credit					1,973			1					1				507,884						507,884		—						—	%
Multi-family mortgage	Multi-family mortgage		(578)			—			358,449			—	%	Multi-family mortgage					2,352			—					—				519,554						519,554		—						—	%
Commercial real estate:	Commercial real estate:
Owner occupied	Owner occupied		(4,187)			10			974,227			—	%
Non-owner occupied			(4,478)			—			1,691,268			—	%
Consumer and other			1,365			(358)			369,239			(0.39)	%
Total			$	(6,129)		$	619		$	7,762,566		0.03	%
Year Ended December 31, 2022
Commercial and industrial			$	(4,563)		$	(82)		$	1,466,685		(0.01)	%
Construction			11,221			11			1,549,622			—	%
Residential real estate:
1-to-4 family mortgage			7,060			(23)			1,438,801			—	%
Residential line of credit			1,574			17			431,826			—	%
Multi-family mortgage			(486)			—			411,509			—	%
Commercial real estate:
Owner occupied
Owner occupied	Owner occupied		(4,883)			73			1,060,523			0.01	%				2,905				(35)				(35)				1,169,680						1,169,680			—					—		%
Non-owner occupied	Non-owner occupied		(3,584)			(268)			1,839,577			(0.01)	%	Non-owner occupied					(784)			1,833					1,833				1,925,759						1,925,759		0.10						0.10	%
Consumer and other	Consumer and other		4,054			(1,488)			343,107			(0.43)	%	Consumer and other					5,746			(2,278)					(2,278)				381,474						381,474		(0.60)						(0.60)	%
Total	Total		$	10,393		$	(1,760)		$	8,541,650		(0.02)	%	Total					$	16,738		$				$	(604)			$					$	9,335,977		(0.01)					(0.01)		%

~~1) Excludes (reversal of) provision~~The ACL on loans HFI was $151.7 million and $150.3 million and represented 1.63% and 1.60% of loans HFI as of March 31, 2024 and December 31, 2023, respectively. For further information related to the change in the ACL refer to “Provision for credit losses” section herein and Note 3, “Loans and allowance for credit losses on ~~unfunded commitments of $(4.5) million, $1.9 million and $8.6 million recorded for~~loans HFI” in the ~~three months ended March 31, 2023 and 2022 and for the year ended December 31, 2022, respectively.~~notes to our consolidated financial statements.

~~The allowance for credit losses was $138.8 million and $134.2 million and represented 1.48% and 1.44% of loans held for investment as of March 31, 2023 and December 31, 2022, respectively.~~ For the three months ended March 31, ~~2023,~~2024, we experienced net charge-offs of ~~$0.4~~$0.5 million, or 0.02% of average loans HFI, compared to net ~~recoveries~~charge-offs of ~~$0.6~~$0.4 million, or ~~0.03%~~0.02% for the three months ended March 31, ~~2022.~~2023. Our ratio of total nonperforming loans HFI as a percentage of total loans HFI ~~remained constant at 0.49%~~increased by 8 basis points to 0.73% as of March 31, ~~2023~~2024 compared to December 31, ~~2022.~~2023.

The primary reason for the increase in the allowance for credit losses is due to loan growth and a tightening monetary policy environment during the three months ended March 31, 2023. Specifically, we performed qualitative evaluations within our established qualitative framework, weighting the impact uncertainty due to inflation, negative economic forecasts, predicted Federal Reserve rate increases, status of federal government stimulus programs, supply chain disruptions for our customers, recent bank failures and other considerations. Further, the increase in estimated required reserve was attributable to forecasted deterioration in asset quality projected over life of the loan portfolio. As a ratio of

ACL to loans HFI by loan type, our construction ~~consumer and other, residential 1-4 family mortgage and HELOC portfolios~~portfolio incurred the largest increases ~~year-over-year due to weighted projections that the economy may be nearing a recession. These portfolios are~~period-over-period. Our construction portfolio is heavily reliant on the strength of the economy; and therefore, ~~they are~~it is adversely affected by inflation ~~supply chain disruptions,~~ and ~~unemployment.~~high interest rates.

We also maintain an allowance for credit losses on unfunded commitments, which decreased to ~~$18.5~~$7.7 million as of March 31, ~~2023~~2024 from ~~$23.0~~$8.8 million as of December 31, ~~2022~~2023 due to ~~a 6.27%~~an 18.7% annualized or ~~$222.5~~$134.4 million decrease in unfunded loan commitments during the period. Notably, there was a ~~$298.8~~$135.3 million decrease in unfunded loan commitments in our construction loan category pipeline which resulted in a ~~$4.5~~$1.0 million decrease in required ACL related to unfunded commitments. Our unfunded commitments in our construction loan category decreased as a result of management's concentrated effort over the last ~~few quarters~~year to reduce commitments in specific categories judged to be inherently higher risk considering the current and projected economic conditions.

Loans held for sale

~~Commercial loans held for sale~~

Our loans held for sale includes a previously acquired portfolio of commercial loans, including syndicated national credits and institutional healthcare loans that are accounted for as held for sale. The loans had a fair value of $9.5 million as of March 31, 2023 compared to $30.5 million as of December 31, 2022. The change is primarily attributable to loans within the portfolio being paid off through external refinancing and pay-downs. As of March 31, 2023, the remaining outstanding balance was made up of only two relationships.

As a result of the payoff of two syndicated national credits and other net changes in fair value of commercial loans held for sale during three months ended March 31, 2023, we recorded a gain of $0.9 million, compared to a loss of $0.2 million for the three months ended March 31, 2022, both of which are included in 'other noninterest income' on the consolidated statement of income.

~~Mortgage loans held for sale~~

Mortgage loans held for sale consisted of ~~$52.5~~$61.8 million of residential real estate mortgage loans in the process of being sold to ~~third parties~~third-party private investors or government sponsored agencies and ~~$20.5~~$20.9 million of GNMA optional repurchase loans. This compares to ~~$82.8~~$46.6 million of residential real estate mortgage loans in the process of being sold to ~~third parties~~third-party private investors or government sponsored agencies and ~~$26.2~~$21.2 million of GNMA optional repurchase loans as of December 31, ~~2022.~~2023.

Generally, mortgage volume decreases in rising interest rate environments and slower housing markets and increases in lower interest rate environments and robust housing markets. Interest rate lock volume for the three months ended March 31, 2023 and 2022 totaled $0.38 billion and $1.31 billion, respectively. The decrease in interest rate lock volume during the three months ended March 31, 2023 reflects the slow down experienced across the industry compared with the three months ended March 31, 2022, which benefited from historically low interest rates pre-empted by the COVID-19 Pandemic. The decrease also reflects the exit from our direct-to-consumer internet delivery channel completed during 2022. Interest rate lock volume within our direct-to-consumer internet delivery channel for the three months ended March 31, 2022 totaled $0.57 billion. Interest rate lock commitments in the pipeline were $157.2 million as of March 31, 2023 compared with $118.3 million as of December 31, 2022

Mortgage loans to be sold are sold either on a “best efforts” basis or under a mandatory delivery sales agreement. Under a “best efforts” sales agreement, residential real estate originations are locked in at a contractual rate with third party private investors or directly with government sponsored agencies, and we are obligated to sell the mortgages to such investors only if the mortgages are closed and funded. The risk we assume is conditioned upon loan underwriting and market conditions in the national mortgage market. Under a mandatory delivery sales agreement, we commit to deliver a certain principal amount of mortgage loans to an investor at a specified price and delivery date. Penalties are paid to the investor if we fail to satisfy the contract. Gains and losses are realized at the time consideration is received and all other criteria for sales treatment have been met. These loans are typically sold within fifteen to twenty-five days after the loan is funded, depending on the economic environment and competition in the market. Although loan fees and some interest income are derived from mortgage loans held for sale, the main source of income is gains from the sale of these loans in the secondary market.

~~Other earning assets~~

~~Securities purchased under agreements to resell ("reverse repurchase agreements")~~

We enter into agreements with certain customers to purchase investment securities under agreements to resell at specific dates in the future. This investment deploys some of our liquidity position into an instrument that improves the return on those funds in low interest rate environments. Additionally, we believe it positions us more favorably for a rising interest rate environment. Securities purchased under agreements to resell totaled $26.3 million and $75.4 million at March 31, 2023 and December 31, 2022, respectively.

~~Available-for-sale debt securities portfolio~~

Our investment portfolio objectives include maximizing total return after other primary objectives are achieved such as, but not limited to, providing liquidity, capital preservation, and pledging collateral for various lines of credit and other borrowings. The investment objectives guide the portfolio allocation among security types, maturities, and other attributes.

~~The fair value of our available-for-sale debt securities portfolio was $1.47 billion as of both March 31, 2023 and December 31, 2022.~~

During the three months ended March 31, 2023 and 2022, we purchased $0.9 million and $170.1 million in investment securities, respectively. There were no sales of securities sold during the three months ended March 31, 2023 or 2022. During the three months ended March 31, 2023 and 2022, maturities and calls of securities totaled $26.8 million and $57.4 million, respectively.

Included in the fair value of available-for-sale debt securities were net unrealized losses of $207.3 million and $234.4 million at March 31, 2023 and December 31, 2022, respectively. Current net unrealized losses are due to interest rate increases. We believe we are well positioned to mitigate the impact of future rate increases due to the shorter duration of our portfolio.

~~The following table sets forth the fair value, scheduled maturities and weighted average yields for our available-for-sale debt securities portfolio as of the dates indicated below:~~

As of March 31, As of December 31,
2023 2022
(dollars in thousands) Fair value % of total investment securities
Weighted average yield (1)
Fair value % of total investment securities
Weighted average yield (1)
Treasury securities:
Maturing within one year $ 31,102 2.1 % 2.25 % $ 729 — % 2.40 %
Maturing in one to five years 77,721 5.3 % 2.04 % 106,951 7.3 % 2.10 %
Maturing in five to ten years — — % — % — — % — %
Maturing after ten years — — % — % — — % — %
Total Treasury securities 108,823 7.4 % 2.10 % 107,680 7.3 % 2.10 %
Government agency securities:
Maturing within one year — — % — % — — % — %
Maturing in one to five years 33,934 2.3 % 1.56 % 27,082 1.8 % 1.50 %
Maturing in five to ten years 6,032 0.4 % 1.58 % 12,011 0.8 % 1.70 %
Maturing after ten years 962 0.1 % 4.55 % 969 0.1 % 3.32 %
Total government agency securities 40,928 2.8 % 1.63 % 40,062 2.7 % 1.60 %
Municipal securities:
Maturing within one year 3,168 0.2 % 2.03 % 3,496 0.2 % 2.18 %
Maturing in one to five years 18,930 1.3 % 2.67 % 17,775 1.2 % 2.38 %
Maturing in five to ten years 43,801 3.0 % 3.13 % 39,034 2.7 % 3.12 %
Maturing after ten years 205,095 13.9 % 2.93 % 204,115 13.9 % 3.18 %
Total obligations of state and municipal subdivisions 270,994 18.4 % 2.91 % 264,420 18.0 % 3.10 %
Residential and commercial mortgage-backed securities guaranteed by FNMA, GNMA and FHLMC:
Maturing within one year — — % — % — — % — %
Maturing in one to five years 3,758 0.3 % 2.76 % 3,834 0.3 % 2.73 %
Maturing in five to ten years 25,725 1.7 % 2.68 % 23,683 1.6 % 2.65 %
Maturing after ten years 1,013,628 68.9 % 1.85 % 1,024,320 69.6 % 1.84 %
Total residential and commercial mortgage- backed securities guaranteed by FNMA, GNMA and FHLMC 1,043,111 70.9 % 1.87 % 1,051,837 71.5 % 1.86 %
Corporate securities:
Maturing within one year — — % — % — — % — %
Maturing in one to five years — — % — % 373 — % 5.00 %
Maturing in five to ten years 7,149 0.5 % 3.94 % 6,814 0.5 % 3.87 %
Maturing after ten years — — % — % — — % — %
Total Corporate securities 7,149 0.5 % 3.94 % 7,187 0.5 % 3.94 %
Total available-for-sale debt securities $ 1,471,005 100.0 % 2.08 % $ 1,471,186 100.0 % 2.10 %

~~(1)Yields on a tax-equivalent basis.~~

~~Equity Securities~~

As of March 31, 2023 and December 31, 2022, we had $3.1 million and $3.0 million, respectively, in marketable equity securities recorded at fair value that primarily consisted of mutual funds. During the three months ended March 31, 2023, the change in the fair value of equity securities resulted in a net gain of $69 thousand. During the three months ended March 31, 2022, the change in the fair value of equity securities resulted in a net loss of $154 thousand.

Deposits

Deposits represent the Bank’s primary source of ~~funds.~~funding. We continue to focus on growing core customer deposits through our relationship driven banking philosophy, community-focused marketing programs and ~~initiatives such as the development of~~ our treasury management services.

Total deposits were ~~$11.18~~$10.50 billion and ~~$10.86~~$10.55 billion as of March 31, ~~2023~~2024 and December 31, ~~2022, respectively, which represents a 12.2% annualized increase quarter-over-quarter.~~2023, respectively. Noninterest-bearing deposits at March 31, ~~2023~~2024 and December 31, ~~2022~~2023 were ~~$2.49~~$2.18 billion and ~~$2.68~~$2.22 billion, respectively, while interest-bearing deposits were ~~$8.69~~$8.32 billion and ~~$8.18~~$8.33 billion at March 31, ~~2023~~2024 and December 31, ~~2022,~~2023, respectively. ~~Included~~

The decrease in noninterest-bearing deposits of $36.3 million from December 31, 2023 to March 31, 2024 is attributable to migration to interest-yielding products such as money market and savings deposits, which increased by $94.1 million from December 31, 2023. Also included in noninterest-bearing deposits are certain mortgage escrow deposits from our third-party mortgage servicing provider, ~~amounting~~which amounted to ~~$92.9~~$92.4 million and ~~$75.6~~$63.6 million atas of March 31, ~~2023~~2024 and December 31, ~~2022,~~2023, respectively.

Interest-bearing checking deposits ~~and money market increased~~decreased by ~~$232.9~~$82.9 million ~~and $230.9 million during the three months ended March~~from December 31, 2023 ~~respectively. These increases were primarily driven by increases~~due largely to decreases in our deposits from municipal and governmental entities, ~~(i.e. "public deposits")~~also known as public funds, which ~~increased~~decreased by ~~$313.2~~$44.1 million during the period. ~~These increases were partially offset~~The decrease in public funds was due to management's decision to not renew certain maturing public deposits due to rising costs of these deposits.

Additionally, brokered and internet time deposits decreased by ~~decreases~~$19.6 million to $131.2 million as of March 31, 2024 compared to December 31, 2023, which was a result of our balance sheet and liquidity management strategy in ~~non-interest bearing deposits of $187.5 million during the same period. Our deposit composition continues~~order to ~~shift as banks are competing for customers who are searching for~~decrease our exposure to higher ~~yields.~~cost deposits.

As a result of the rising interest rate environment and the shift in our deposit composition, we have experienced an increase in our ~~total cost of deposits increased during the three months ended March 31, 2023 from the three months ended March 31, 2022 by 174 basis points to 1.94%, and the~~ cost of interest-bearing deposits ~~increased to 2.53% from 0.27%~~and total deposits. Average deposit balances by type, together with the average rates per period are reflected in the ~~same period for the prior year.~~

~~We utilize designated fair value hedges to mitigate~~average balance sheet amounts, interest paid, and rate ~~exposure associated with certain fixed-rate money market deposits. The aggregate fair value of these hedges~~analysis tables included in this management's discussion and analysis under the ~~carrying amount~~subheading “Results of ~~total money market deposits as of March 31, 2023 and December 31, 2022 was $8.7 million and $9.8 million, respectively.~~operations” discussion.

Our deposit base also includes certain commercial and high net worth individuals that periodically place deposits with the Bank for short periods of time and can cause fluctuations from period to period in the overall level of customer deposits outstanding. These fluctuations may include certain deposits from related parties as disclosed within Note 14, ~~"Related~~“Related party ~~transactions"~~transactions” in the notes to our consolidated financial statements included in this Report.

~~Average deposit balances~~

The following table sets forth the distribution by type ~~together with~~of our deposit accounts as of the ~~average~~dates indicated:


	March 31,						December 31,
	2024						2023
(dollars in thousands)	Amount		% of total deposits		Average rate(1)		Amount		% of total deposits		Average rate(1)
Deposit Type
Noninterest-bearing demand	$	2,182,121	21	%	—	%	$	2,218,382	21	%	—	%
Interest-bearing demand	2,421,487		23	%	3.01	%	2,504,421		24	%	2.86	%
Money market	3,923,571		37	%	3.93	%	3,819,814		36	%	3.53	%
Savings deposits	375,367		4	%	0.07	%	385,037		4	%	0.06	%
Customer time deposits	1,471,190		14	%	3.90	%	1,469,811		14	%	3.15	%
Brokered and internet time deposits	131,192		1	%	5.31	%	150,822		1	%	5.27	%
Total deposits	$	10,504,928	100	%	2.76	%	$	10,548,287	100	%	2.39	%



Customer Time Deposits(2)
0.00-1.00%	$	53,059	4	%			$	62,464	4	%
1.01-2.00%	100,296		7	%			114,521		8	%
2.01-3.00%	48,604		3	%			51,346		4	%
3.01-4.00%	221,790		15	%			268,550		18	%
4.01-5.00%	893,113		61	%			812,781		55	%
Above 5.00%	154,328		10	%			160,149		11	%
Total customer time deposits	$	1,471,190	100	%			$	1,469,811	100	%
Brokered and Internet Time Deposits(2)
0.00-1.00%	$	99	—	%			$	99	—	%
1.01-2.00%	—		—	%			—		—	%
2.01-3.00%	248		—	%			248		—	%
3.01-4.00%	—		—	%			—		—	%
4.01-5.00%	—		—	%			—		—	%
Above 5.00%	130,845		100	%			150,475		100	%
Total brokered and internet time deposits	$	131,192	100	%			$	150,822	100	%
Total time deposits	$	1,602,382					$	1,620,633

(1) Average rates ~~per period~~ are ~~reflected in~~presented for the ~~average balance sheet amounts, interest paid~~three months ended March 31, 2024 and ~~rate analysis tables included in this management's discussion and analysis under~~ the ~~subheading "Results~~year ended December 31, 2023, respectively.

(2) Rates are presented as of ~~operations" discussion.~~period-end.

7471

~~The following table sets forth the distribution by type of~~Further details related to our deposit ~~accounts~~customer base is presented below as of the dates indicated:

As of March 31, As of December 31,
2023 2022
(dollars in thousands) Amount % of total deposits Average rate Amount % of total deposits Average rate
Deposit Type
Noninterest-bearing demand $ 2,489,149 23 % — % $ 2,676,631 25 % — %
Interest-bearing demand 3,292,883 29 % 2.44 % 3,059,984 28 % 0.70 %
Money market 3,457,032 31 % 2.95 % 3,226,102 30 % 0.80 %
Savings deposits 446,981 4 % 0.06 % 471,143 4 % 0.05 %
Customer time deposits 1,496,024 13 % 2.54 % 1,420,131 13 % 0.99 %
Brokered and internet time deposits 846 — % 2.02 % 1,843 — % 1.36 %
Total deposits $ 11,182,915 100 % 1.94 % $ 10,855,834 100 % 0.54 %
Customer Time Deposits
0.00-1.00% $ 227,624 15 % $ 387,739 27 %
1.01-2.00% 341,232 23 % 341,721 24 %
2.01-3.00% 78,959 5 % 89,916 6 %
3.01-4.00% 382,690 26 % 342,576 24 %
4.01-5.00% 431,231 29 % 224,308 16 %
Above 5.00% 34,288 2 % 33,871 3 %
Total customer time deposits $ 1,496,024 100 % $ 1,420,131 100 %
Brokered and Internet Time Deposits
0.00-1.00% $ 99 12 % $ 99 5 %
1.01-2.00% — — % 747 41 %
2.01-3.00% 497 59 % 747 41 %
3.01-4.00% 250 29 % 250 13 %
4.01-5.00% — — % — — %
Above 5.00% — — % — — %
Total brokered and internet time deposits $ 846 100 % $ 1,843 100 %
Total time deposits $ 1,496,870 $ 1,421,974


	March 31,				December 31,

	2024				2023
(dollars in thousands)	Amount		% of total deposits		Amount		% of total deposits
Deposits by customer segment(1)
Consumer	$	4,866,099	46	%	$	4,880,890	46	%
Commercial	4,085,282		39	%	4,069,724		39	%
Public	1,553,547		15	%	1,597,673		15	%
Total deposits	$	10,504,928	100	%	$	10,548,287	100	%

(1) Segments are determined based on the customer account level.

The tables below ~~sets~~set forth maturity information on time deposits ~~below~~ and amounts in excess of the FDIC insurance limit as of March 31, ~~2023:~~2024:


		March 31, 2023
(dollars in thousands)	(dollars in thousands)	Amount		Weighted average interest rate at period end
(dollars in thousands)
(dollars in thousands)									Amount					Weighted average interest rate at period end
Time deposits of $250 and less	Time deposits of $250 and less
Months to maturity:	Months to maturity:
Months to maturity:
Months to maturity:
Three or less
Three or less
Three or less	Three or less	$	100,791	0.91	%		$	256,159			3.84		3.84		%
Over Three to Six	Over Three to Six	101,432		1.79	%	Over Three to Six			183,215			4.05			4.05	%
Over Six to Twelve	Over Six to Twelve	274,520		2.75	%	Over Six to Twelve			361,826			3.78			3.78	%
Over Twelve	Over Twelve	450,498		3.35	%	Over Twelve			147,937			3.18			3.18	%
Total	Total	$	927,241	2.73	%	Total			$	949,137		3.75			3.75	%

Time deposits of greater than $250	Time deposits of greater than $250
Time deposits of greater than $250
Time deposits of greater than $250
Months to maturity:	Months to maturity:
Months to maturity:
Months to maturity:
Three or less
Three or less
Three or less	Three or less	$	216,394	1.96	%		$	249,317			4.75		4.75		%
Over Three to Six	Over Three to Six	49,489		2.53	%	Over Three to Six			91,362			4.32			4.32	%
Over Six to Twelve	Over Six to Twelve	134,315		3.41	%	Over Six to Twelve			230,004			4.55			4.55	%
Over Twelve	Over Twelve	169,431		3.69	%	Over Twelve			82,562			4.02			4.02	%
Total	Total	$	569,629	2.87	%	Total			$	653,245		4.53			4.53	%

Uninsured deposits are defined as the portion of deposit accounts in U.S. offices that exceed the FDIC insurance limit and amounts in any other uninsured investment or deposit account that are classified as deposits and are not subject to any federal or state deposit insurance regimes. Further details related to our estimated insured or collateralized deposits and uninsured and uncollateralized ~~and estimated insured~~ deposits ~~outstanding~~ is presented ~~below:~~below as of the dates indicated:

March 31, December 31,
2023 2022
Estimated insured or collateralized deposits $ 7,926,537 $ 7,288,641
Estimated uninsured deposits(1)
$ 5,662,346 $ 5,644,534
Estimated uninsured and uncollateralized deposits(2)
$ 3,256,378 $ 3,567,193
Estimated uninsured and uncollateralized deposits as a % of total deposits(2)
29.1 % 32.9 %


	March 31,			December 31,

	2024			2023
Estimated insured or collateralized deposits(1)	$	7,372,728		$	7,414,224
Estimated uninsured and uncollateralized deposits(1)	$	3,132,200		$	3,134,063
Estimated uninsured and uncollateralized deposits as a % of total deposits(1)	29.8		%	29.7		%
Estimated uninsured deposits(2)	$	4,718,036		$	4,899,349

(1) ~~Amounts are shown on an unconsolidated basis consistent with regulatory reporting requirements.~~

~~(2)~~ Amounts are shown on a fully consolidated basis and exclude deposits of affiliates that are eliminated in consolidation.

(2) Amounts are shown on an unconsolidated basis consistent with regulatory reporting requirements.

Other earning assets

Securities purchased under agreements to resell (“reverse repurchase agreements”)

We enter into agreements with certain customers to purchase investment securities under agreements to resell at specific dates in the future. This investment deploys some of our liquidity position into an instrument that improves the return on those funds. Securities purchased under agreements to resell totaled $58.5 million and $47.8 million at March 31, 2024 and December 31, 2023, respectively.

Federal Funds Sold

Federal funds may fluctuate from period to period depending upon our liquidity position at the time and our strategy for deploying liquidity. Federal funds sold totaled $42.3 million and $35.5 million at March 31, 2024 and December 31, 2023, respectively.

AFS debt securities portfolio

Our investment portfolio objectives include maximizing total return after other primary objectives are achieved such as, but not limited to, providing liquidity, capital preservation, and pledging collateral for certain deposit types, various lines of credit and other borrowings. The investment objectives guide the portfolio allocation among security types, maturities, and other attributes.

The fair value of our AFS debt securities portfolio was $1.46 billion and $1.47 billion as of March 31, 2024 and December 31, 2023, respectively. Included in the fair value of AFS debt securities were net unrealized losses of $183.6 million and $186.8 million as of March 31, 2024 and December 31, 2023, respectively. Current net unrealized losses are due to interest rate increases.

During the three months ended March 31, 2024, we sold $207.9 million of AFS debt securities with a weighted average yield of 2.14% and reinvested the proceeds of the sales into available-for-sale securities with a weighted average yield of 5.94%. The sales resulted in a pre-tax loss on securities of $16.2 million. We primarily sold agency collateralized mortgage obligations, agency mortgage-backed securities, U.S. Treasury and municipal securities. We reinvested the proceeds from the sales primarily into U.S. government agency AFS debt securities in order increase the effective yield of our portfolio. Including the reinvestment of these proceeds, we purchased $281.6 million of AFS debt securities. Maturities, prepayments and calls of securities totaled $66.6 million for the three months ended March 31, 2024.

During the three months ended March 31, 2023, there were no sales of AFS debt securities. During the same period, we purchased $0.9 million of AFS debt securities. Maturities, prepayments and calls of securities totaled $26.8 million for the three months ended March 31, 2023.

The following table sets forth the fair value, scheduled maturities and weighted average yields for our AFS debt securities portfolio as of the dates indicated below:


	March 31,						December 31,

	2024						2023
(dollars in thousands)	Fair value		% of total investment securities		Weighted average yield (1)		Fair value		% of total investment securities		Weighted average yield (1)
U.S. Treasury securities:
Maturing within one year	$	30,857	2.1	%	2.76	%	$	61,466	4.2	%	2.50	%
Maturing in one to five years	—		—	%	—	%	47,030		3.2	%	1.59	%
Maturing in five to ten years	—		—	%	—	%	—		—	%	—	%
Maturing after ten years	—		—	%	—	%	—		—	%	—	%
Total U.S. Treasury securities	30,857		2.1	%	2.76	%	108,496		7.4	%	2.10	%
U.S. government agency securities:
Maturing within one year	—		—	%	—	%	—		—	%	—	%
Maturing in one to five years	6,312		0.4	%	1.82	%	13,094		0.9	%	1.96	%
Maturing in five to ten years	23,724		1.6	%	6.11	%	6,000		0.4	%	6.40	%
Maturing after ten years	385,891		26.3	%	6.02	%	184,862		12.6	%	6.23	%
Total U.S. government agency securities	415,927		28.3	%	5.96	%	203,956		13.9	%	5.96	%
Municipal securities:
Maturing within one year	3,053		0.2	%	2.48	%	2,813		0.2	%	2.23	%
Maturing in one to five years	3,768		0.3	%	3.39	%	11,677		0.8	%	5.85	%
Maturing in five to ten years	12,811		0.9	%	3.18	%	40,304		2.7	%	3.60	%
Maturing after ten years	152,040		10.4	%	2.79	%	187,469		12.7	%	2.94	%
Total municipal securities	171,672		11.8	%	2.82	%	242,263		16.4	%	3.00	%
Mortgage-backed securities - residential and commercial:
Maturing within one year	61		—	%	1.27	%	126		—	%	1.57	%
Maturing in one to five years	2,518		0.2	%	3.18	%	3,239		0.2	%	2.91	%
Maturing in five to ten years	17,874		1.2	%	2.89	%	33,121		2.3	%	2.97	%
Maturing after ten years	822,376		56.2	%	2.13	%	877,446		59.6	%	1.86	%
Total mortgage-backed securities - residential and commercial	842,829		57.6	%	2.14	%	913,932		62.1	%	1.90	%






Corporate securities:
Maturing within one year	—		—	%	—	%	—		—	%	—	%
Maturing in one to five years	—		—	%	—	%	—		—	%	—	%
Maturing in five to ten years	3,397		0.2	%	4.33	%	3,326		0.2	%	4.33	%
Maturing after ten years	—		—	%	—	%	—		—	%	—	%
Total corporate securities	3,397		0.2	%	4.33	%	3,326		0.2	%	4.33	%
Total AFS debt securities	$	1,464,682	100.0	%	3.32	%	$	1,471,973	100.0	%	2.66	%

(1)Yields on a tax-equivalent basis.

Borrowed funds

Deposits ~~and investment securities available-for-sale~~ are the primary source of funds for our lending activities and general business purposes. However, we may also obtain advances from the FHLB, borrow from the Federal Reserve’s Discount Window, one-off borrowing programs from the Federal Reserve, purchase federal funds and engage in overnight borrowing ~~from the Federal Reserve,~~with correspondent banks, or enter into client repurchase agreements. We also use these sources of funds as part of our asset liability management process to control our long-term interest rate risk exposure, even if it may increase our short-term cost of funds.

Our level of short-term borrowing can fluctuate on a daily basis depending on funding needs and the ~~source~~sources of funds to satisfy those needs, in addition to the overall interest rate environment and cost of public funds.

Securities sold under agreements to repurchase and federal funds purchased

We enter into agreements with certain customers to sell certain securities under agreements to repurchase the security the following day. These agreements are made to provide customers with comprehensive treasury management ~~programs~~ products

as a short-term return for their excess funds. Securities sold under agreements to repurchase totaled ~~$26.7~~$23.2 million and ~~$21.9~~$19.3 million at March 31, ~~2023~~2024 and December 31, ~~2022,~~2023, respectively.

We also maintain lines with certain correspondent banks that provide borrowing capacity in the form of federal funds purchased. Federal funds purchased are short-term borrowings that typically mature within one to ninety days. Borrowings against these lines (i.e., federal funds purchased) totaled ~~$11.5~~$55.0 million and ~~$65.0~~$89.4 million as of March 31, ~~2023~~2024 and December 31, ~~2022,~~2023, respectively.

FHLB short-term ~~borrowings~~advances

As a member of the FHLB ~~Cincinnati,~~system, we may utilize advances from the FHLB in order to provide additional liquidity and funding. Under these short-term agreements, we maintain a line of credit that as of March 31, ~~2023~~2024 and December 31, ~~2022~~2023 and had total borrowing capacity of ~~$1.20~~$1.47 billion and ~~$1.27~~$1.76 billion, respectively. As of March 31, ~~2023~~2024 and December 31, ~~2022,~~2023, we had qualifying loans pledged as collateral securing these lines amounting to ~~$2.56~~$2.51 billion and ~~$2.67~~$3.01 billion, respectively. ~~Overnight cash~~There were no FHLB advances ~~against this line totaled $125.0 million and $175.0 million~~outstanding as of December 31, 2023 or March 31, 2024.

Bank Term Funding Program

In March 2023, the Federal Reserve established the Bank Term Funding Program to make available funding to eligible depository institutions in order to help assure they have the ability to meet the needs of their depositors following the March 2023 high-profile bank failures. The program allows for advances for up to one year secured by eligible high-quality securities at par value extended at the one-year overnight index swap rate, plus 10 basis points, as of the day the advance is made. The interest rate is fixed for the term of the advance and there are no prepayment penalties. The BTFP ceased extending new borrowings on March 11, 2024. At both March 31, 2024 and December 31, ~~2022, respectively. The~~2023, we had outstanding borrowings of $130.0 million under the BTFP at a borrowing rate ~~on our FHLB short-term borrowings was 4.89% and 3.89% as~~ of ~~March 31, 2023 and~~4.85% with a maturity date of December ~~31, 2022, respectively.~~26, 2024.

Subordinated debt

During the ~~year-ended~~year ended December 31, 2003, we formed two separate trusts which issued $9.0 million ~~(“Trust I”)~~ and $21.0 million ~~(“Trust II”)~~ of floating rate trust preferred securities as part of a pooled offering of such securities. We issued junior subordinated debentures of $9.3 million, which included proceeds of common securities which we purchased for $0.3 million, and junior subordinated debentures of $21.7 million which included proceeds of common securities of $0.7 million. The ~~Trusts~~trusts were created for the sole purpose of issuing 30-year capital trust preferred securities to fund the purchase of junior subordinated debentures issued by us. Both issuances were to the trusts in exchange for the proceeds of the securities offerings, which represent the sole asset of the trusts.

Additionally, during the year ended December 31, 2020, we placed $100.0 million of ten year fixed-to-floating rate subordinated notes, maturing September 1, 2030. During the three months ended March 31, 2022, we began mitigating our interest rate exposure associated with these notes through the use of fair value hedging instruments. See Note 9, "Derivatives" in the notes to the consolidated financial statements for additional details related to these instruments.

Further information related to ~~the~~ our subordinated debt as of March 31, ~~2023~~2024 is detailed below:

(dollars in thousands, except %)

Year established

Maturity

Call date

Total debt outstanding

Interest rate

Coupon structure

(dollars in thousands)

Year established

Maturity

Call date

Total debt outstanding

Interest rate

Coupon structure

Subordinated debt issued by trust preferred securities:

FBK Trust I (1)

2003

06/09/2033

6/09/2008(2)

9,280

8.41%

3-month LIBOR plus 3.25%

2003

06/09/2033

6/09/2008

9,280

8.81%

3-month SOFR plus 3.51%

FBK Trust II (1)

2003

06/26/2033

6/26/2008(3)

21,650

8.28%

3-month LIBOR plus 3.15%

FBK Trust II (1)

2003

06/26/2033

6/26/2008

21,650

8.72%

3-month SOFR plus 3.41%

Additional subordinated debt:

FBK subordinated debt I(4)

2020

09/01/2030

9/1/2025 (5)

100,000

4.50%

Semi-annual fixed (6)

FBK subordinated debt I(2)

2020

09/01/2030

9/1/2025

100,000

4.50%

Semi-annual fixed(3)

Unamortized debt issuance costs

(902)

Fair value hedge (See Note 9, "Derivatives" )

(2,952)

Total subordinated debt, net

127,076

(1)The Company classifies $30.0 million of the Trusts' subordinated debt as Tier 1 capital.

(2)The Company may also redeem the first junior subordinated debenture listed, in whole or in part, on any distribution payment date within 120 days of the occurrence of a

special event, at the redemption price and must be redeemed no later than 2033.

(3)The Company may also redeem the second junior subordinated debentures listed, in whole or in part on any distribution payment date, at the redemption price and must

be redeemed no later than 2033.

(4)The Company classified the issuance, net of unamortized issuance costs and the associated fair value hedge as Tier 2 capital, which will be phased out 20% per year in

the final five years before maturity.

(5)The Company may redeem the notes in whole or in part on any interest payment date on or after September 1, 2025.

(6)Beginning on September 1, 2025 the coupon structure migrates to the 3-month Secured Overnight Financing Rate plus a spread of 439 basis points through the end of

the term of the debenture.

Total subordinated debt, net

(1)The Company classifies $30.0 million of the Trusts' subordinated debt as Tier 1 capital.

(2)The Company classified the issuance, net of unamortized issuance costs and the associated fair value hedge as Tier 2 capital, which will be phased out 20% per year in

the final five years before maturity.

(3)Beginning on September 1, 2025 the coupon structure migrates to the 3-month SOFR plus a spread of 439 basis points through the end of the term of the debenture.

(1)The Company classifies $30.0 million of the Trusts' subordinated debt as Tier 1 capital.

(2)The Company classified the issuance, net of unamortized issuance costs and the associated fair value hedge as Tier 2 capital, which will be phased out 20% per year in

the final five years before maturity.

(3)Beginning on September 1, 2025 the coupon structure migrates to the 3-month SOFR plus a spread of 439 basis points through the end of the term of the debenture.

(1)The Company classifies $30.0 million of the Trusts' subordinated debt as Tier 1 capital.

(2)The Company classified the issuance, net of unamortized issuance costs and the associated fair value hedge as Tier 2 capital, which will be phased out 20% per year in

the final five years before maturity.

(3)Beginning on September 1, 2025 the coupon structure migrates to the 3-month SOFR plus a spread of 439 basis points through the end of the term of the debenture.

Other borrowings

Other borrowings on our consolidated balance sheets includes our finance lease liability totaling $1.3 million ~~and $1.4 million~~ as of both March 31, ~~2023~~2024 and December 31, ~~2022, respectively.~~2023. In addition, other borrowings on our consolidated balance sheets ~~includes~~include guaranteed rebooked GNMA loans previously sold that have become past due over 90 days and are eligible for repurchase totaling ~~$20.5~~$20.9 million and ~~$26.2~~$21.2 million as of March 31, ~~2023~~2024 and December 31, ~~2022,~~2023, respectively. See Note 5, ~~"Leases"~~“Leases” and Note 10, ~~"Fair~~“Fair value of financial ~~instruments"~~instruments” within the ~~Notes~~notes to our consolidated financial statements herein for additional information regarding our finance lease and guaranteed GNMA loans eligible for repurchase, respectively.

Liquidity and capital resources

~~Bank liquidity management~~

We are expected to maintain adequate liquidity at the Bank to meet the cash flow requirements of clients who may be either depositors wishing to withdraw funds or borrowers needing assurance that sufficient funds will be available to meet their credit needs. Our Liquidity Policy is intended to cause the Bank to maintain adequate liquidity and, therefore, enhance our ability to raise funds to support asset growth, meet deposit withdrawals and lending needs ~~maintain reserve requirements~~ and otherwise sustain our operations. We accomplish this through management of the maturities of our interest-earning assets and interest-bearing liabilities. We believe that our present position is adequate to meet our current and future liquidity needs.

We continuously monitor our liquidity position to ensure that assets and liabilities are managed in a manner that will meet all of our short-term and long-term cash requirements. We manage our liquidity position to meet the daily cash flow needs of clients, while maintaining an appropriate balance between assets and liabilities to ~~meet the return on investment objectives of~~optimize our ~~shareholders.~~net interest margin. We also monitor our liquidity requirements in light of interest rate trends, changes in the economy and the scheduled maturity and interest rate sensitivity of the investment and loan portfolios and deposits.

As part of our liquidity management strategy, we focus on minimizing our costs of liquidity and attempt to decrease these costs by growing our noninterest-bearing and other low-cost deposits, while replacing higher cost funding ~~sources including borrowed funds.~~sources. While we do not control the types of deposit instruments our clients choose, we do influence those choices with the rates and the deposit specials we offer. ~~As of both March 31, 2023 and December 31, 2022, we also had $50.0 million available through the IntraFi network, which allows us~~Increasing interest rates generally attracts customers to ~~offer banking customers access~~higher cost interest-bearing deposit products as they seek to ~~FDIC insurance protection on deposits through our Bank which exceed FDIC insurance limits.~~maximize their yield.

Our investment portfolio is another alternative for meeting liquidity needs. These assets generally have readily available markets that offer conversions to cash as needed. ~~Available-for-sale~~AFS debt securities within our investment portfolio are

used to secure government, public, trust and other deposits and as collateral for short-term borrowings, letters of credit and derivative instruments. As of March 31, ~~2023~~2024 and December 31, ~~2022,~~2023, we had pledged securities related to these items with carrying values of ~~$1.18 billion~~$950.0 million and ~~$1.19 billion,~~$929.5 million, respectively.

Additional sources of liquidity include federal funds purchased, repurchase agreements, FHLB borrowings, and lines of credit. Interest is charged at the prevailing market rate on federal funds purchased, reverse repurchase agreements and FHLB advances. Overnight advances obtained from the FHLB are used primarily to meet day to day liquidity needs, particularly when the cost of such borrowing compares favorably to the rates that we would be required to pay to attract deposits. There were no FHLB advances outstanding as of March 31, 2024 or December 31, 2023. As of March 31, ~~2023 and December 31, 2022, we had outstanding overnight cash advances from the FHLB totaling $125.0 million and $175.0 million, respectively. As of March 31, 2023,~~2024, there was ~~$1.20~~$1.47 billion available to borrow against with a remaining capacity of ~~$473.2 million.~~$1.24 billion. As of December 31, ~~2022,~~2023, there was ~~$1.27~~$1.76 billion available to borrow against with a remaining capacity of ~~$830.0 million.~~$1.30 billion.

We also maintained unsecured lines of credit with other commercial banks totaling ~~$350.0~~$370.0 million as of both March 31, ~~2023~~2024 and December 31, ~~2022.~~2023. These are unsecured, uncommitted lines of credit typically maturing at various times within the next twelve months. Borrowings against these lines (i.e., federal funds purchased) totaled ~~$11.5~~$55.0 million and ~~$65.0~~$89.4 million as of March 31, ~~2023~~2024 and December 31, ~~2022,~~2023, respectively. As of both March 31, 2024 and December 31, 2023, we also had $50.0 million available through the IntraFi network, which allows us to offer banking customers access to FDIC insurance protection on deposits through our Bank which exceed FDIC insurance limits.

Our current on-balance sheet liquidity and available sources of liquidity are summarized in the table below:


		March 31,										March 31,			December 31,
			As of March 31,			As of December 31,
(dollars in thousands)
(dollars in thousands)
(dollars in thousands)	(dollars in thousands)		2023			2022
Current on-balance sheet liquidity:	Current on-balance sheet liquidity:
Cash and cash equivalents	Cash and cash equivalents		$	1,319,951		$	1,027,052
Unpledged available-for-sale debt securities			286,169			280,165
Equity securities, at fair value			3,059			2,990
Cash and cash equivalents
Cash and cash equivalents
Unpledged AFS debt securities

Total on-balance sheet liquidity
Total on-balance sheet liquidity
Total on-balance sheet liquidity	Total on-balance sheet liquidity		$	1,609,179		$	1,310,207

Available sources of liquidity:	Available sources of liquidity:
Unsecured borrowing capacity(a)			$	3,755,059		$	3,595,812
Available sources of liquidity:
Available sources of liquidity:
Unsecured borrowing capacity(1)
Unsecured borrowing capacity(1)
Unsecured borrowing capacity(1)
FHLB remaining borrowing capacity	FHLB remaining borrowing capacity		473,160			829,959
Federal Reserve discount window	Federal Reserve discount window		2,548,886			2,470,000
Total available sources of liquidity	Total available sources of liquidity		$	6,777,105		$	6,895,771

On-balance sheet liquidity as a percentage of total assets	On-balance sheet liquidity as a percentage of total assets		12.3		%	10.2		%
On-balance sheet liquidity and available sources of liquidity as a percentage of estimated uninsured and uncollateralized deposits			257.5		%	230.0		%
On-balance sheet liquidity as a percentage of total assets
On-balance sheet liquidity as a percentage of total assets										11.0	%		10.7	%
On-balance sheet liquidity and available sources of liquidity as a percentage of estimated uninsured and uncollateralized deposits(2)									On-balance sheet liquidity and available sources of liquidity as a percentage of estimated uninsured and uncollateralized deposits(2)	268.1	%		269.0	%

((1)~~a) Borrowing~~Includes capacity ~~capped~~available per internal ~~policy; includes untapped~~policy in the form of brokered ~~CD’s~~deposits and unsecured lines of ~~credit~~.credit.

~~Holding company~~(2)Amounts are shown on a fully consolidated basis and exclude deposits of affiliates that are eliminated in consolidation.

The Company also maintains the ability to access capital markets to meet its liquidity ~~management~~needs. The Company may utilize various methods to raise capital, including through the sale of common stock, preferred stock, depository shares, AFS debt securities, rights, warrants and units. Specific terms and prices would be determined at the time of any such offering. In the past, the Company has utilized capital markets to generate liquidity in the form of common stock and subordinated debt primarily for the purpose of funding acquisitions.

The Company is a corporation separate and apart from the Bank and, therefore, it must provide for its own liquidity. The Company’s main source of funding is dividends declared and paid ~~to it~~ by the ~~Bank.~~Bank to the Company. Statutory and regulatory limitations exist that affect the ability of the Bank to pay dividends to the Company. Management believes that these limitations will not impact the Company’s ability to meet its ongoing short-term cash obligations. For additional information regarding dividend restrictions, see the “Item 1. Business - Supervision and regulation,” ~~"Item~~“Item 1A. Risk Factors - Risks related to our ~~business"~~business” and ~~" Item~~“Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities - ~~Dividend Policy,"~~Dividends,” each of which is set forth in our Annual Report.

Due to state banking laws, the Bank may not declare dividends in any calendar year in an amount exceeding the total of its net income for that year combined with its retained net income of the preceding two years, without the prior approval of the ~~Tennessee Department of Financial Institutions.~~TDFI. Based upon this regulation, as of March 31, ~~2023~~2024 and December 31, ~~2022, $158.2~~2023, $170.2 million and ~~$161.3~~$218.4 million of the Bank’s retained earnings were available for the payment of dividends without such prior approval. In addition, dividends paid by the Bank to the Company would be prohibited if the effect thereof would cause the Bank’s capital to be reduced below applicable minimum capital requirements. During the three months ended March 31, ~~2023,~~2024, there were ~~$23.5~~$8.5 million in cash dividends approved by the ~~board~~Board for payment from the Bank to the holding company. During the three months ended March 31, ~~2022,~~2023, there were ~~$17.3~~$23.5 million in cash dividends approved by the ~~board~~Board for payment from the Bank to the holding company. None of these required approval from the

TDFI. Subsequent to March 31, ~~2023,~~2024, the ~~board~~Board approved a dividend from the Bank to the holding company to be paid in the second quarter for ~~$8.5~~$20.0 million that also did not require approval from the TDFI.

During the three months ended March 31, 2024, the Company declared shareholder dividends of $0.17 per share, or $8.1 million. During the three months ended March 31, 2023, the Company declared ~~and paid~~ shareholder dividends of $0.15 per share, or $7.0 ~~million, respectively. During the three months ended March 31, 2022, the Company declared and paid dividends of $0.13 per share, or $6.2 million, respectively.~~million. Subsequent to March 31, ~~2023,~~2024, the Company declared a quarterly dividend in the amount of ~~$0.15~~$0.17 per share, payable on May ~~23, 2023,~~28, 2024, to stockholders of record as of May ~~9, 2023.~~14, 2024.

Shareholders’ equity and capital management

Our total shareholders’ equity was ~~$1.37~~$1.48 billion atas of March 31, ~~2023~~2024 and ~~$1.33~~$1.45 billion atas of December 31, ~~2022.~~2023. Book value per common share was ~~$29.29 at~~$31.55 as of March 31, ~~2023~~2024 and ~~$28.36 at~~$31.05 as of December 31, ~~2022, respectively.~~2023. The increase in shareholders’ equity was primarily attributable to an increase in retained net income, net of dividends declared ~~by dividends. In addition, the~~and paid and unrealized loss reclassification adjustment for loss on sale of securities included in net income of $12.0 million (net of tax benefit) from December 31, 2023. The increase in shareholders’ equity ~~was driven by a $27.1 million unrealized gain within our available-for-sale debt securities portfolio during the three months ended~~as of March 31, ~~2023.~~2024 was partially off-set by dividends declared and paid of $8.1 million.

Our capital management consists of providing adequate equity to support our current and future operations. We are subject to various regulatory capital requirements administered by state and federal banking agencies, including the TDFI, Federal Reserve and the FDIC. Failure to meet minimum capital requirements may prompt certain actions by regulators that, if undertaken, could have a direct material adverse effect on our financial condition and results of operations. The Federal Reserve and the FDIC have issued guidelines governing the levels of capital that banks must maintain. As of March 31, ~~2023~~2024 and December 31, ~~2022,~~2023, we met all capital adequacy requirements for which we ~~are~~were subject. See additional discussion regarding our capital adequacy and ratios at within Note 12, ~~"Minimum~~“Minimum capital ~~requirements"~~requirements” in the notes to our consolidated financial statements contained herein.


March 31, 2024	FB Financial Corporation		FirstBank		To be Well-Capitalized(1)
Total risk-based capital	15.0	%	14.7	%	10.0	%
Tier 1 risk-based capital	12.8	%	12.5	%	8.0	%
Common Equity Tier 1 ratio	12.6	%	12.5	%	6.5	%
Tier 1 leverage	11.3	%	11.1	%	5.0	%

(1) Applicable to Bank level capital.

Capital ratios are well above regulatory requirements for well-capitalized institutions. Management uses risk-based capital ratios in its analysis of the measures to assess the quality of capital and believes that investors may find it useful in their analysis of the Company.

ITEM 3 — ~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~Quantitative and Qualitative Disclosures About Market Risk

Interest rate sensitivity

Our market risk arises primarily from interest rate risk inherent in the normal course of lending and deposit-taking activities. Management believes that our ability to successfully respond to changes in interest rates will have a significant impact on our financial results. To that end, management actively monitors and manages our interest rate risk exposure.

The ~~Asset Liability Management Committee,~~ALCO, which is authorized by our ~~board~~Board of ~~directors,~~Directors, monitors our interest rate sensitivity and makes decisions relating to that process. The ALCO’s goal is to structure our asset/liability composition to maximize net interest income while managing interest rate risk so as to minimize the adverse impact of changes in interest rates on net interest income and capital in either a rising or declining interest rate environment. Profitability is affected by fluctuations in interest rates. A sudden and substantial change in interest rates may adversely impact our earnings because the interest rates borne by assets and liabilities do not change at the same speed, to the same extent or on the same basis.

We monitor the impact of changes in interest rates on our net interest income and economic value of equity using rate shock analysis. Net interest income simulations measure the short-term earnings exposure from changes in market rates of interest in a rigorous and explicit fashion. Our current financial position is combined with assumptions regarding future business to calculate net interest income under varying hypothetical rate scenarios. ~~Economic Value of Equity~~EVE measures our long-term earnings exposure from changes in market rates of interest. EVE is defined as the present value of assets minus the present value of liabilities at a point in time. A decrease in EVE due to a specified rate change indicates a decline in the long-term earnings capacity of the balance sheet assuming that the rate change remains in ~~affect~~effect over the life of the current balance sheet. For purposes of calculating EVE, a zero percent floor is assumed on discount factors.

7978

The following analysis depicts the estimated impact on net interest income and EVE of immediate changes in interest rates at the specified levels for the periods presented:


		Percentage change in:
		Net interest income (1)
		Percentage change in:
		Percentage change in:
		Percentage change in:
		Net interest income (1)
		Net interest income (1)
		Net interest income (1)

Change in interest rates	Change in interest rates	March 31,		December 31,

Change in interest rates

Change in interest rates

(in basis points)

(in basis points)

(in basis points)	(in basis points)	2023		2022
+400	+400	17.9	%	20.6	%
+400
+400
+300
+300
+300	+300	13.5	%	15.1	%
+200	+200	10.3	%	10.8	%
+200
+200
+100
+100
+100	+100	5.82	%	5.98	%
-100	-100	(6.20)	%	(6.32)	%
-100
-100
-200	-200	(12.5)	%	(13.2)	%
-200
-200


			Percentage change in:					Percentage change in:
		Economic value of equity (2)										Economic value of equity (2)
Change in interest rates							Change in interest rates	March 31,		December 31,
			Economic value of equity (2)
Change in interest rates			March 31,		December 31,
(in basis points)
(in basis points)
(in basis points)	(in basis points)		2023		2022
+400	+400		(12.8)	%	(9.90)	%	+400	(9.66)	%	(16.6)	%
+300	+300		(8.42)	%	(7.00)	%	+300	(8.50)	%	(13.6)	%
+200	+200		(4.07)	%	(4.00)	%	+200	(5.18)	%	(8.05)	%
+100	+100		(1.09)	%	(1.66)	%	+100	(2.23)	%	(3.29)	%
-100	-100		(0.79)	%	0.99	%	-100	1.20	%	1.03	%
-200	-200		(3.46)	%	1.07	%	-200	1.14	%	(0.63)	%

(1)The percentage change represents the projected net interest income for 12 months on a flat balance sheet in a stable interest rate environment versus the projected net interest income in the various rate scenarios.

(2)The percentage change in this column represents our EVE in a stable interest rate environment versus EVE in the various rate scenarios.

The results for the net interest income simulations as of March 31, ~~2023~~2024 and December 31, ~~2022~~2023 resulted in an asset sensitive position. The primary influence of our asset sensitivity is the floating rate structure in many of our loans held for investment as well as the composition of our liabilities which is primarily customer deposits. Our ~~variable rate~~floating-rate loan portfolio is indexed to market rates and timing of repricing of loans and deposits varies in proportion to market rate fluctuations. We actively monitor and perform stress tests on our deposit ~~beta's~~betas as part of our overall management of interest rate risk. This requires the use of various assumptions based on historical relationships of these variables in reaching any conclusion. Since these correlations are based on competitive pricing in the market, we anticipate that our future results will likely be different from the scenario results presented above and such differences could be material.

The preceding measures assume no change in the size or asset/liability compositions of the balance sheet. Thus, the measures do not reflect the actions the ALCO may undertake in response to such changes in interest rates. The scenarios assume instantaneous movements in interest rates in increments of 100, 200, 300 and 400 basis points. As interest rates are adjusted over a period of time, it is our strategy to proactively change the volume and mix of our balance sheet in order to mitigate our interest rate risk. The computation of the prospective effects of hypothetical interest rate changes requires numerous assumptions regarding characteristics of new business and the behavior of existing positions. These business assumptions are based upon our experience, business plans and published industry experience. Key assumptions employed in the model include asset prepayment speeds, competitive factors, the relative price sensitivity of certain assets and liabilities and the expected life of non-maturity deposits. Because these assumptions are inherently uncertain, actual results may differ from simulated results.

We may utilize derivative financial instruments as part of an ongoing effort to mitigate interest rate risk exposure to interest rate fluctuations and facilitate the needs of our customers. For more information about our derivative financial instruments, see Note 9, “Derivatives” in the notes to our consolidated financial statements.

ITEM 4 — ~~Controls and Procedures~~CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

An evaluation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered by this Report was carried out under the supervision and with the participation of the Company’s Chief Executive Officer, Chief Financial Officer and other members of the Company’s senior management. The Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this Report, the Company’s disclosure controls and procedures were effective in ensuring that the information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is: (i) accumulated and communicated to the Company’s management (including the Chief Executive Officer and Chief Financial Officer) to allow timely decisions regarding required disclosure; and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

There were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended March 31, ~~2023,~~2024, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

The Company does not expect that its disclosure controls and procedures and internal control over financial reporting will prevent all errors and fraud. A control procedure, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control procedure are met. Because of the inherent limitations in all control procedures, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any control procedure also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control procedure, misstatements due to error or fraud may occur and not be detected.

PART II

ITEM 1—LEGAL PROCEEDINGS

Various legal proceedings to which we or our subsidiaries are party arise from time to time in the normal course of business. As of the date of this Report, there are no material pending legal proceedings to which we or any of our subsidiaries is a party or of which any of our or our subsidiaries’ properties are subject.

ITEM 1A—RISK FACTORS

~~The following risk factor supplements and should be read in conjunction with~~There have been no material changes to the risk factors set forth in the "Risk Factors" section of our Annual Report on Form 10-K for the year ended December 31, ~~2022.~~

~~Recent volatility in the banking industry, and responsive measures to manage it, could have an adverse effect on our financial position or results of operations.~~

In recent months, several financial institutions have failed or required outside liquidity support. These events have created the risk of additional stress to other financial institutions and the banking industry generally as a result of increased lack of confidence in the financial sector. U.S. and international regulators have taken action in an effort to strengthen public confidence in the banking system, including the creation of a new Bank Term Funding Program and international coordination to enhance the provision of liquidity via the standing U.S. dollar liquidity swap line arrangements. There can be no assurance that these actions will stabilize the financial services industry and financial markets. While we currently do not anticipate liquidity constraints of the kind that caused certain other banks to fail or require external support, constraints on our liquidity could occur as a result of unanticipated deposit withdrawals because of market distress or our inability to access other sources of liquidity, including through the capital markets due to unforeseen market dislocations or interruptions. Moreover, some of our customers may become less willing to maintain deposits at our bank because of broader market concerns with the level of insurance available on those deposits. Our business and our financial condition and results of operations could be adversely affected by continued soundness concerns regarding financial institutions

generally and our counterparties specifically and limitations resulting from further governmental action in an effort to stabilize or provide additional regulation of the financial system as well as the impact of excessive deposit withdrawals.

Additionally, the recent events in the banking sector may lead to governmental initiatives intended to prevent future bank failures and stem significant deposit outflows from the banking sector, including (i) legislation aimed at preventing similar future bank runs and failures and stabilizing confidence in the banking sector over the long term, (ii) agency rulemaking to modify and enhance relevant regulatory requirements, specifically with respect to liquidity risk management, deposit concentrations, capital adequacy, stress testing and contingency planning, and safe and sound banking practices, and (iii) enhancement of the agencies’ supervision and examination policies and priorities. Although we cannot predict with certainty which initiatives may be pursued by lawmakers and agency leadership, nor can we predict the terms and scope of any such initiatives, any of the potential changes referenced above could, among other things, subject us to additional costs, limit the types of financial services and products we may offer, and limit our future growth, any of which could materially and adversely affect our business, results of operations or financial condition.2023.

ITEM 2—UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

~~The following table provides information about repurchases of common stock by the Company during the quarter ended March 31, 2023:~~

Period
(a)
Total number of shares purchased(1)
(b)
Average price paid per share (c)
Total number of shares purchased as part of publicly announced plans or programs
(d)
Maximum number (or approximate dollar value) of shares that may yet be purchased under the plans or programs(2)
January 1 - January 31, 2023 136,262 $ 36.29 136,262 $ 61,249,538
February 1 - February 28, 2023 — — — 61,249,538
March 1 - March 31, 2023 — — — 61,249,538
Total 136,262 $ — 136,262 $ 61,249,538

~~(1)~~ On March ~~14, 2022,~~21, 2024, the Company announced ~~the~~that its board of ~~directors’ authorization of a share~~directors re-authorized the Company's stock repurchase program pursuant to which the Company may purchase up to $100 million in shares of the Company’s issued and outstanding common stock. The ~~purchase authorizations granted under the new~~prior stock repurchase plan expired on January 31, 2024. The current repurchase plan will terminate either on the date on which the maximum dollar amount is repurchased under the new repurchase plan or on January 31, ~~2024,~~2026, whichever date occurs earlier. The ~~new~~ repurchase plan will be conducted pursuant to a written plan and is intended to comply with Rule 10b-18 promulgated under the Securities Exchange Act of 1934, as amended. The Company did not complete any share repurchases during the three months ended March 31, 2024. Subsequent to March 31, 2024 through May 3, 2024, the Company has bought back 209,737 shares of common stock under this agreement at an average share price of $35.54 and total repurchase amount of $7.5 million.

~~(2)~~ ~~Amounts are inclusive~~

ITEM 5 — OTHER INFORMATION

Rule 10b5-1 Trading Plans

During the quarter ended March 31, 2024, none of ~~commissions and fees related~~the Company’s directors or executive officers adopted, modified, or terminated any contract, instruction, or written plan for the purchase or sale of Company securities that was intended to satisfy the ~~stock repurchases.~~affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

8281

ITEM 6—EXHIBITS

The exhibits listed on the accompanying Exhibit Index are filed, furnished or incorporated by reference (as stated therein) as part of this Report.

EXHIBIT INDEX


Exhibit Number			Description

3.1			Amended and Restated Charter, ~~of FB Financial Corporation~~as amended for SEC filing purposes only (incorporated by reference asto Exhibit 3.1 to the ~~Company’s Registration Statement~~Company's Quarterly Report on Form ~~S-1/A~~10-Q for the quarter ended June 30, 2023 (File No. ~~333-213210),~~001-37875) filed on ~~September 6, 2016)~~August 4, 2023)
3.2			Amended and Restated Bylaws of FB Financial Corporation (incorporated by reference to Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 (File No. 001-37875) ~~Filed~~filed on November 14, 2016)
4.1			Registration Rights Agreement by and between FB Financial Corporation and James W. Ayers, dated September 15, 2016 (incorporated by reference as Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 (File No. 001-37875) filed on November 14, 2016)
10.1			Employment Agreement, dated February 23, 2024, by and among FB Financial Corporation, FirstBank, and Travis K. Edmondson*†
10.2			Employment Agreement, dated February 23, 2024, by and among FB Financial Corporation, FirstBank, and Aimee T. Hamilton *†
10.3			Employment Agreement, dated February 23, 2024, by and among FB Financial Corporation, FirstBank, and Mark E. Hickman*†
10.4			Employment Agreement, dated February 23 , 202 4 , by and among FB Financial Corporation, FirstBank, and Christophe r T. Holmes *†
10.5			Employment Agreement, dated February 23, 2024, by and among FB Financial Corporation, FirstBank, and Michael M. Mettee *†
10.6			Employment Agreement, dated February 23, 2024, by and among FB Financial Corporation, FirstBank, and R. Wade Peery*†
10.7			Employment Agreement, dated February 23, 2024, by and among FB Financial Corporation, FirstBank, and Beth W. Sims *†
10.8			Form of Performance-Based Restricted Stock Unit Award Certificate (2024) pursuant to the FB Financial Corporation 2016 Incentive Plan *†
10.9			Form of Restricted Stock Unit Award Certificate (2024) pursuant to the FB Financial Corporation 2016 Incentive Plan *†























31.1			Rule 13a-14(a) Certification of Chief Executive Officer*
31.2			Rule 13a-14(a) Certification of Chief Financial Officer*
32.1			Section 1350 Certification of Chief Executive Officer and Chief Financial Officer**
101.INS			Inline XBRL Instance Document*
101.SCH			Inline XBRL Taxonomy Extension Schema Document*
101.CAL			Inline XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB			Inline XBRL Taxonomy Extension Label Linkbase Document*
101.PRE			Inline XBRL Taxonomy Extension Presentation Linkbase Document*
104			Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


*			Filed herewith.
**			Furnished herewith.

†			Represents a management contract or a compensatory plan or arrangement.

8382

Signatures

Pursuant to the requirements of the section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.


						FB Financial Corporation





						/s/ Michael M. Mettee
May ~~8, 2023~~6, 2024						Michael M. Mettee Chief Financial Officer (Principal Financial Officer)

						/s/ Jonathan Pennington
May ~~8, 2023~~6, 2024						Jonathan Pennington Chief Accounting Officer (Principal Accounting Officer)

8483


Tennessee			62-1216058
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
~~211 Commerce Street,~~1221 Broadway, Suite ~~300~~1300 Nashville, Tennessee			~~37201~~37203
(Address of principal executive offices)			(Zip Code)


		Page
PART I.	FINANCIAL INFORMATION
	Glossary Of Abbreviations And Acronyms	3
Item 1.	Consolidated Financial Statements	4
	Consolidated Balance Sheets as of ~~Marc~~hMarch 31,, 202 34 (Unaudited) and December 31, 202 23	4
	Consolidated Statements of Income (Unaudited) for the three months ended Ma ~~rch~~ 3 1March 31 , 202 34 and 202 23	5
	Consolidated Statements of Comprehensive Income (Unaudited) for the three months ended March 31 , 202 34 and ~~202~~20 223	6
	Consolidated Statements of Changes in Shareholders' Equity (Unaudited) for the three months ended March 31,, 202 34 and 202 23	7
	Consolidated Statements of Cash Flows (Unaudited) for the three months ended March 31 , 202 34 and 202 23	8
	Condensed Notes to Consolidated Financial Statements (Unaudited)	910
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operation	4645
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	7978
Item 4.	Controls and Procedures	8180
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	81
Item 1A.	Risk Factors	81
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	8281
Item 5.	Other Information	81
Item 6.	Exhibits	8382
SIGNATURES		8483


	Three Months Ended March 31,
		2023		2022
Net income		$	36,381	$	35,236
Other comprehensive income (loss), net of tax:
Net unrealized gain (loss) in available-for-sale securities, net of tax expenses (benefits) of $7,059 and $(27,483)		20,064		(78,175)
Reclassification adjustment for gain on sale of securities included in net income, net of tax expenses of $— and $1		—		(1)
Net unrealized (loss) gain in hedging activities, net of tax (benefits) expenses of $(70) and $273		(197)		774

Total other comprehensive income (loss), net of tax		19,867		(77,402)
Comprehensive income (loss) applicable to FB Financial Corporation and noncontrolling interest		56,248		(42,166)
Comprehensive income applicable to noncontrolling interest		—		—
Comprehensive income (loss) applicable to FB Financial Corporation		$	56,248	$	(42,166)


	Three Months Ended March 31,
		2024		2023
Net income		$	27,950	$	36,381
Other comprehensive income, net of tax:
Net unrealized (loss) gain in available-for-sale securities, net of tax (benefit) expense of $(3,432) and $7,059		(9,573)		20,064
Reclassification adjustment for loss on sale of securities included in net income, net of tax benefit of $4,225 and $—		11,988		—
Net unrealized loss in hedging activities, net of tax benefit of $62 and $70		(174)		(197)

Total other comprehensive income, net of tax		2,241		19,867
Comprehensive income applicable to FB Financial Corporation and noncontrolling interest		30,191		56,248
Comprehensive income applicable to noncontrolling interest		—		—
Comprehensive income applicable to FB Financial Corporation		$	30,191	$	56,248


	Common stock		Additional paid-in capital		Retained earnings		Accumulated other comprehensive income (loss), net		Total common shareholders' equity		Noncontrolling interest		Total shareholders' equity












Balance at December 31, 2021	$	47,549	$	892,529	$	486,666	$	5,858	$	1,432,602	$	93	$	1,432,695
Net income attributable to FB Financial Corporation and noncontrolling interest	—		—		35,236		—		35,236		—		35,236
Other comprehensive loss, net of taxes	—		—		—		(77,402)		(77,402)		—		(77,402)
Repurchase of common stock	(145)		(6,058)		—		—		(6,203)		—		(6,203)
Stock based compensation expense	1		2,581		—		—		2,582		—		2,582
Restricted stock units vested and distributed, net of shares withheld	68		(1,556)		—		—		(1,488)		—		(1,488)
Shares issued under employee stock purchase program	15		672		—		—		687		—		687
Dividends declared ($0.13 per share)	—		—		(6,238)		—		(6,238)		—		(6,238)

Balance at March 31, 2022	$	47,488	$	888,168	$	515,664	$	(71,544)	$	1,379,776	$	93	$	1,379,869

Balance at December 31, 2022	$	46,738	$	861,588	$	586,532	$	(169,433)	$	1,325,425	$	93	$	1,325,518
Net income attributable to FB Financial Corporation and noncontrolling interest	—		—		36,381		—		36,381		—		36,381
Other comprehensive income, net of taxes	—		—		—		19,867		19,867		—		19,867
Repurchase of common stock	(136)		(4,808)		—		—		(4,944)		—		(4,944)
Stock based compensation expense	1		2,284		—		—		2,285		—		2,285
Restricted stock units vested and distributed, net of shares withheld	92		(1,544)		—		—		(1,452)		—		(1,452)
Performance-based restricted stock units vested and distributed, net of shares withheld	60		(1,205)		—		—		(1,145)		—		(1,145)
Shares issued under employee stock purchase program	8		313		—		—		321		—		321
Dividends declared ($0.15 per share)	—		—		(7,042)		—		(7,042)		—		(7,042)

Balance at March 31, 2023	$	46,763	$	856,628	$	615,871	$	(149,566)	$	1,369,696	$	93	$	1,369,789


		December 31, 2023
		December 31, 2023
		December 31, 2023

		December 31, 2022
		Amortized cost		Gross unrealized gains		Gross unrealized losses		Allowance for credit losses for investments		Fair Value
Investment Securities	Investment Securities
Available-for-sale debt securities
Investment Securities
Investment Securities
AFS debt securities
AFS debt securities
AFS debt securities
U.S. government agency securities
U.S. government agency securities
U.S. government agency securities	U.S. government agency securities	$	45,167	$	—	$	(5,105)	$	—	$	40,062
Mortgage-backed securities - residential	Mortgage-backed securities - residential	1,224,522		—		(190,329)		—		1,034,193
Mortgage-backed securities - residential
Mortgage-backed securities - residential
Mortgage-backed securities - commercial
Mortgage-backed securities - commercial
Mortgage-backed securities - commercial	Mortgage-backed securities - commercial	19,209		—		(1,565)		—		17,644
Municipal securities	Municipal securities	295,375		458		(31,413)		—		264,420
Municipal securities
Municipal securities
U.S. Treasury securities
U.S. Treasury securities
U.S. Treasury securities	U.S. Treasury securities	113,301		—		(5,621)		—		107,680
Corporate securities	Corporate securities	8,000		—		(813)		—		7,187
Corporate securities
Corporate securities
Total
Total
Total	Total	$	1,705,574	$	458	$	(234,846)	$	—	$	1,471,186


	March 31, 2023
	Less than 12 months				12 months or more				Total
	Fair Value		Unrealized Loss		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss
U.S. government agency securities	$	4,014	$	(94)	$	36,913	$	(4,154)	$	40,927	$	(4,248)
Mortgage-backed securities - residential	101,194		(4,425)		924,189		(167,889)		1,025,383		(172,314)
Mortgage-backed securities - commercial	11,311		(740)		6,415		(516)		17,726		(1,256)
Municipal securities	43,100		(1,872)		161,743		(23,111)		204,843		(24,983)
U.S. Treasury securities	60,669		(1,276)		48,154		(3,304)		108,823		(4,580)
Corporate securities	946		(55)		6,281		(796)		7,227		(851)
Total	$	221,234	$	(8,462)	$	1,183,695	$	(199,770)	$	1,404,929	$	(208,232)


~~Pool~~	~~Source of repayment~~	~~Quantitative and Qualitative factors considered~~
~~Commercial and Industrial~~	Repayment is largely dependent upon the operation of the borrower's business.	~~Quantitative:~~ ~~Prepayment speeds are modeled in the form of a prepayment benchmarking that directly impacts the ACL output for all C&I loans and lines of credit. Loss rates incorporate a peer scaling factor.~~ ~~Qualitative:~~ ~~An uncertain economic outlook including the effects of inflation and the interest rate environment are driving a qualitative increase in the ACL.~~
~~Retail~~	~~Repayment is primarily dependent on the personal cash flow of the borrower.~~	~~Quantitative:~~ ~~Average FICO scores, remaining life of the portfolio, delinquency composition, prepayment speeds leveraging Equifax and Moody's data~~ ~~Qualitative:~~ ~~High modeled loss rates and the relatively strong housing market within the bank’s footprint are driving a qualitative decrease in the ACL.~~
~~Commercial Real Estate~~	~~Repayment is primarily dependent on lease income generated from the underlying collateral.~~	~~Quantitative:~~ ~~Prepayment speeds leverage a reverse-compounding formula. Loss rates incorporate a peer scaling factor.~~ ~~Qualitative:~~ ~~Changes in asset quality are driving a minor qualitative increase in the ACL.~~


	Commercial and industrial		Construction		1-to-4 family residential mortgage		Residential line of credit		Multi-family residential mortgage		Commercial real estate owner occupied		Commercial real estate non-owner occupied		Consumer and other		Total








Three Months Ended March 31, 2023
Beginning balance - December 31, 2022	$	11,106	$	39,808	$	26,141	$	7,494	$	6,490	$	7,783	$	21,916	$	13,454	$	134,192


Provision for credit losses	(10)		1,217		1,073		1,540		129		103		(48)		993		4,997
Recoveries of loans previously charged-off	67		—		15		—		—		66		—		239		387
Loans charged off	(46)		—		(16)		—		—		—		—		(705)		(767)


Ending balance - March 31, 2023	$	11,117	$	41,025	$	27,213	$	9,034	$	6,619	$	7,952	$	21,868	$	13,981	$	138,809


			Pass.			Loans rated Pass include those that are adequately collateralized performing loans which management believes do not have conditions that have occurred or may occur that would result in the loan being downgraded into an inferior category. The Pass category also includes commercial loans rated as Watch, which include those that management believes have conditions that have occurred, or may occur, which could result in the loan being downgraded to an inferior category.




			Special Mention.			Loans rated Special Mention are those that have potential ~~weakness~~weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or in the institution’s credit position at some future date. Management does not believe there will be a loss of principal or interest. These loans require intensive servicing and may possess more than normal credit risk.




			Classified.			Loans included in the Classified category include loans rated as Substandard and Doubtful. Loans rated as Substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Substandard loans have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected. ~~Also included in this category are~~Doubtful loans ~~classified as Doubtful, which~~ have all the weaknesses inherent in those classified as Substandard, with the added characteristic that the weakness or weaknesses make collection or liquidation in full, based on currently existing facts, conditions, and values, highly questionable and improbable.





As of and for the three months ended March 31, 2024	2024		2023		2022		2021		2020		Prior		Revolving Loans Amortized Cost Basis		Total
Commercial and industrial
Pass	$	16,449	$	202,050	$	237,139	$	72,725	$	36,876	$	129,057	$	864,065	$	1,558,361
Special Mention	—		3,675		17,572		2,913		—		247		4,521		28,928
Classified	—		457		4,328		3,017		2,987		6,350		17,183		34,322

Total	16,449		206,182		259,039		78,655		39,863		135,654		885,769		1,621,611

Current-period gross charge-offs	—		—		—		14		—		7		22		43
Construction
Pass	39,360		193,203		551,909		124,878		36,531		86,713		187,955		1,220,549
Special Mention	—		711		4,689		2,508		—		657		12,000		20,565
Classified	—		—		3,986		2,590		6,877		—		14,316		27,769

Total	39,360		193,914		560,584		129,976		43,408		87,370		214,271		1,268,883

Current-period gross charge-offs	—		—		—		—		—		—		92		92
Residential real estate:

Multi-family mortgage
Pass	—		29,861		193,591		244,770		54,744		68,104		22,953		614,023
Special Mention	—		—		—		—		—		—		—		—
Classified	—		—		—		—		—		1,058		—		1,058

Total	—		29,861		193,591		244,770		54,744		69,162		22,953		615,081


Current-period gross charge-offs	—		—		—		—		—		—		—		—
Commercial real estate:
Owner occupied
Pass	24,636		112,168		253,377		231,354		113,481		428,182		53,516		1,216,714
Special Mention	—		—		1,283		1,811		—		2,547		—		5,641
Classified	—		—		6,281		16		65		6,228		1,062		13,652

Total	24,636		112,168		260,941		233,181		113,546		436,957		54,578		1,236,007

Current-period gross charge-offs	—		—		—		—		—		—		—		—
Non-owner occupied
Pass	3,755		45,516		533,649		468,553		122,699		750,943		43,090		1,968,205
Special Mention	—		—		—		3,966		—		83		—		4,049
Classified	—		—		—		998		—		18,274		—		19,272

Total	3,755		45,516		533,649		473,517		122,699		769,300		43,090		1,991,526




Current-period gross charge-offs	—		—		—		—		—		—		—		—
Total commercial loan types
Pass	84,200		582,798		1,769,665		1,142,280		364,331		1,462,999		1,171,579		6,577,852
Special Mention	—		4,386		23,544		11,198		—		3,534		16,521		59,183
Classified	—		457		14,595		6,621		9,929		31,910		32,561		96,073

Total	$	84,200	$	587,641	$	1,807,804	$	1,160,099	$	374,260	$	1,498,443	$	1,220,661	$	6,733,108
Current-period gross charge-offs	$	—	$	—	$	—	$	14	$	—	$	7	$	114	$	135





As of and for the year ended December 31, 2023	2023		2022		2021		2020		2019		Prior		Revolving Loans Amortized Cost Basis		Total
Commercial and industrial
Pass	$	225,734	$	255,921	$	151,492	$	39,897	$	70,302	$	73,415	$	839,918	$	1,656,679
Special Mention	—		17,947		3,083		—		151		108		7,549		28,838
Classified	457		4,253		3,075		3,027		254		6,129		18,021		35,216

Total	226,191		278,121		157,650		42,924		70,707		79,652		865,488		1,720,733
Current-period gross charge-offs	14		7		201		22		—		87		131		462

Construction
Pass	179,929		677,387		148,312		46,697		39,140		49,954		208,491		1,349,910
Special Mention	1		4,659		2,943		1,202		—		690		12,000		21,495
Classified	—		2,349		1,484		6,620		—		—		15,455		25,908

Total	179,930		684,395		152,739		54,519		39,140		50,644		235,946		1,397,313
Current-period gross charge-offs	—		—		—		—		—		—		—		—

Residential real estate:

Multi-family mortgage
Pass	29,982		151,495		223,889		92,745		29,933		43,479		31,209		602,732
Special Mention	—		—		—		—		—		—		—		—
Classified	—		—		—		—		—		1,072		—		1,072

Total	29,982		151,495		223,889		92,745		29,933		44,551		31,209		603,804
Current-period gross charge-offs	—		—		—		—		—		—		—		—


Commercial real estate:
Owner occupied
Pass	118,030		261,196		231,241		115,397		151,146		281,253		53,970		1,212,233
Special Mention	—		1,297		1,827		—		154		2,617		—		5,895
Classified	—		6,305		16		—		760		5,789		1,073		13,943

Total	118,030		268,798		233,084		115,397		152,060		289,659		55,043		1,232,071
Current-period gross charge-offs	—		—		144		—		—		—		—		144

Non-owner occupied
Pass	47,026		474,560		478,878		117,429		178,448		580,168		43,577		1,920,086
Special Mention	—		—		3,975		—		—		10,435		—		14,410
Classified	—		—		1,001		—		381		7,647		—		9,029

Total	47,026		474,560		483,854		117,429		178,829		598,250		43,577		1,943,525
Current-period gross charge-offs	—		—		—		—		—		—		—		—

Total commercial loan types
Pass	600,701		1,820,559		1,233,812		412,165		468,969		1,028,269		1,177,165		6,741,640
Special Mention	1		23,903		11,828		1,202		305		13,850		19,549		70,638
Classified	457		12,907		5,576		9,647		1,395		20,637		34,549		85,168
Total	$	601,159	$	1,857,369	$	1,251,216	$	423,014	$	470,669	$	1,062,756	$	1,231,263	$	6,897,446
Current-period gross charge-offs	14		7		345		22		—		87		131		606





As of December 31, 2022	2022		2021		2020		2019		2018		Prior		Revolving Loans Amortized Cost Basis		Total
Commercial and industrial
Pass	$	396,643	$	204,000	$	67,231	$	90,894	$	39,780	$	62,816	$	762,717	$	1,624,081
Special Mention	125		7		—		160		143		771		2,520		3,726
Classified	65		823		1,916		1,651		273		6,913		6,335		17,976

Total	396,833		204,830		69,147		92,705		40,196		70,500		771,572		1,645,783

Construction
Pass	682,885		495,723		142,233		84,599		17,360		44,326		188,906		1,656,032
Special Mention	—		—		15		—		—		707		—		722
Classified	80		309		—		—		—		345		—		734

Total	682,965		496,032		142,248		84,599		17,360		45,378		188,906		1,657,488

Residential real estate:

Multi-family mortgage
Pass	142,912		147,168		96,819		33,547		6,971		37,385		13,604		478,406
Special Mention	—		—		—		—		—		—		—		—
Classified	—		—		—		—		—		1,166		—		1,166

Total	142,912		147,168		96,819		33,547		6,971		38,551		13,604		479,572


Commercial real estate:
Owner occupied
Pass	237,862		223,883		110,748		148,405		66,101		246,414		57,220		1,090,633
Special Mention	101		683		—		168		2,225		1,258		5,000		9,435
Classified	—		1,293		224		4,589		1,276		7,018		112		14,512

Total	237,963		225,859		110,972		153,162		69,602		254,690		62,332		1,114,580

Non-owner occupied
Pass	467,360		440,319		131,497		159,205		210,752		473,607		60,908		1,943,648
Special Mention	—		—		—		—		82		2,459		—		2,541
Classified	—		2,258		—		146		3,270		12,147		—		17,821

Total	467,360		442,577		131,497		159,351		214,104		488,213		60,908		1,964,010

Total commercial loan types
Pass	1,927,662		1,511,093		548,528		516,650		340,964		864,548		1,083,355		6,792,800
Special Mention	226		690		15		328		2,450		5,195		7,520		16,424
Classified	145		4,683		2,140		6,386		4,819		27,589		6,447		52,209
Total	$	1,928,033	$	1,516,466	$	550,683	$	523,364	$	348,233	$	897,332	$	1,097,322	$	6,861,433


March 31, 2023		30-89 days past due and accruing interest		90 days or more and accruing interest		Nonaccrual loans		Loans current on payments and accruing interest		Total
March 31, 2024
March 31, 2024
March 31, 2024												30-89 days past due and accruing interest	90 days or more and accruing interest	Nonaccrual loans	Loans current on payments and accruing interest	Total
Commercial and industrial	Commercial and industrial	$	574	$	42	$	2,413	$	1,668,369	$	1,671,398
Construction	Construction	2,708		—		382		1,694,423		1,697,513
Residential real estate:	Residential real estate:
1-to-4 family mortgage
1-to-4 family mortgage
1-to-4 family mortgage	1-to-4 family mortgage	13,348		11,505		9,088		1,528,562		1,562,503
Residential line of credit	Residential line of credit	678		158		924		495,631		497,391
Multi-family mortgage	Multi-family mortgage	—		—		39		489,340		489,379
Commercial real estate:	Commercial real estate:
Owner occupied	Owner occupied	851		—		7,211		1,128,916		1,136,978
Owner occupied
Owner occupied
Non-owner occupied	Non-owner occupied	—		—		5,802		1,933,715		1,939,517
Consumer and other	Consumer and other	6,918		875		7,041		356,483		371,317
Total	Total	$	25,077	$	12,580	$	32,900	$	9,295,439	$	9,365,996


	Term extension		Payment deferral and term extension		Total		% of total class of financing receivables

Construction	$	—	$	14,316	$	14,316	1.1	%




Commercial real estate:

Non-owner occupied	10,351		—		10,351		0.5	%
Consumer and other	22		—		22		—	%
Total	$	10,373	$	14,316	$	24,689	0.3	%


Three Months Ended March 31, 2024	Weighted average term extension (in months)	Weighted average payment deferral (in months)

Construction	6	3




Commercial real estate:

Non-owner occupied	6	—
Consumer and other	42	—


	Number of loans	Pre-modification outstanding recorded investment		Post-modification outstanding recorded investment		Charge offs and specific reserves





Residential real estate:
1-to-4 family mortgage	1	80		80		—


Consumer and other	1	22		22		—
Total	2	$	102	$	102	$	—


			March 31, 2023
			Type of Collateral
			Real Estate		Financial Assets and Equipment		Total		Individually assessed allowance for credit loss
			March 31, 2024
			March 31, 2024
			March 31, 2024
		Type of Collateral
			Real Estate
			Real Estate
			Real Estate								Farmland	Business Assets	Total	Individually assessed allowance for credit loss
Commercial and industrial	Commercial and industrial		$	2,597	$	800	$	3,397	$	—

Construction
Residential real estate:	Residential real estate:
1-to-4 family mortgage	1-to-4 family mortgage		5,332		—		5,332		169
1-to-4 family mortgage
1-to-4 family mortgage
Residential line of credit	Residential line of credit		1,109		—		1,109		5

Multi-family mortgage
Commercial real estate:	Commercial real estate:
Owner occupied	Owner occupied		7,651		—		7,651		4
Owner occupied
Owner occupied
Non-owner occupied	Non-owner occupied		5,610		—		5,610		—
Consumer and other			132		—		132		—

Total	Total		$	22,431	$	800	$	23,231	$	178
Total
Total


	Three Months Ended
		March 31,
		2023		2022
Balance at beginning of period		$	5,794	$	9,777
Transfers from loans		235		563


Proceeds from sale of other real estate owned		(2,031)		(121)
Gain (loss) on sale of other real estate owned		87		(104)

Write-downs and partial liquidations		—		(394)

Balance at end of period		$	4,085	$	9,721


		March 31,			December 31,

	Classification	2024			2023
Right-of-use assets:
Operating leases	Operating lease right-of-use assets	$	51,421		$	54,295
Finance leases	Premises and equipment, net	1,228			1,256
Total right-of-use assets		$	52,649		$	55,551
Lease liabilities:
Operating leases	Operating lease liabilities	$	64,562		$	67,643
Finance leases	Borrowings	1,302			1,326
Total lease liabilities		$	65,864		$	68,969
Weighted average remaining lease term (in years) - operating		11.5			11.6
Weighted average remaining lease term (in years) - finance		11.1			11.4
Weighted average discount rate - operating		3.40		%	3.39		%
Weighted average discount rate - finance		1.76		%	1.76		%


	Operating		Finance
	Leases		Lease
Lease payments due:
March 31, 2025	$	6,358	$	90
March 31, 2026	8,454		121
March 31, 2027	8,314		123
March 31, 2028	7,864		125
March 31, 2029	6,939		127
Thereafter	44,094		850
Total undiscounted future minimum lease payments	82,023		1,436
Less: imputed interest	(17,461)		(134)
Lease liabilities	$	64,562	$	1,302


	December 31, 2023
Line item on the balance sheet	Carrying amount of the hedged item			Cumulative decrease in fair value hedging adjustment included in the carrying amount of the hedged item
Money market and savings deposits	$	198,143	(1)	$	(4,497)
Borrowings	98,715		(2)	(673)
Total	$	296,858		$	(5,170)


	March 31, 2024
	Notional Amount		Asset		Liability

Interest rate contracts	$	551,095	$	35,925	$	35,954
Forward commitments	226,500		—		261
Interest rate-lock commitments	130,315		2,073		—
Futures contracts	235,500		—		189

Total	$	1,143,410	$	37,998	$	36,404


				March 31, 2023				December 31, 2022
	Remaining Maturity (In Years)	Receive Fixed Rate	Pay Floating Rate	Notional Amount		Estimated fair value		Notional Amount		Estimated fair value
Derivatives included in other liabilities:
Interest rate swap agreement- subordinated debt	0.92	1.46%	SOFR	$	100,000	$	(2,952)	$	100,000	$	(3,830)
Interest rate swap agreement- fixed rate money market deposits	1.39	1.50%	SOFR	75,000		(3,274)		75,000		(3,693)
Interest rate swap agreement- fixed rate money market deposits	1.39	1.50%	SOFR	125,000		(5,457)		125,000		(6,154)
Total	1.23	1.48%		$	300,000	$	(11,683)	$	300,000	$	(13,677)


								Gross amounts not offset on the consolidated balance sheets
								Gross amounts not offset in the consolidated balance sheets
		Gross amounts recognized		Gross amounts offset in the consolidated balance sheets		Net amounts presented in the consolidated balance sheets		Financial instruments		Financial collateral pledged		Net Amount
March 31, 2023

								Gross amounts not offset on the consolidated balance sheets

								Gross amounts not offset on the consolidated balance sheets
		Gross amounts recognized
		Gross amounts recognized
		Gross amounts recognized												Gross amounts offset on the consolidated balance sheets	Net amounts presented on the consolidated balance sheets	Financial instruments	Financial collateral pledged	Net Amount
March 31, 2024
Derivative financial assets
Derivative financial assets
Derivative financial assets	Derivative financial assets	$	35,641	$	—	$	35,641	$	12,771	$	—	$	22,870
Derivative financial liabilities	Derivative financial liabilities	$	18,528	$	—	$	18,528	$	12,771	$	5,757	$	—

December 31, 2022
December 31, 2023
December 31, 2023
December 31, 2023
Derivative financial assets
Derivative financial assets
Derivative financial assets	Derivative financial assets	$	44,273	$	—	$	44,273	$	14,229	$	—	$	30,044
Derivative financial liabilities	Derivative financial liabilities	$	20,251	$	—	$	20,251	$	14,229	$	6,022	$	—


Investment ~~Securities~~securities						Investment securities are recorded at fair value on a recurring basis. Fair values for securities are based on quoted market prices, where available. If quoted prices are not available, fair values are based on quoted market prices of similar instruments or are determined by matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the pricing relationship or correlation among other benchmark quoted securities. Investment securities valued using quoted market prices of similar instruments or that are valued using matrix pricing are classified as Level 2. When significant inputs to the valuation are unobservable, the available-for-sale securities are classified within Level 3 of the fair value hierarchy. Where no active market exists for a security or other benchmark securities, fair value is estimated by the Company with reference to discount margins for other high-risk securities.

Loans held for sale						~~Loans~~Mortgage loans held for sale are carried at fair ~~value. Fair~~ value is determined using current secondary market prices for loans with similar characteristics, ~~for the mortgage portfolio,~~ that is, using Level 2 inputs. ~~The fair value of~~GNMA optional repurchase loans recorded as held for sale loans are carried at their principal balance. For commercial loans held for sale, fair value is determined using an income approach with various assumptions including expected cash flows, market discount rates, credit metrics and collateral value when appropriate. As such, these are considered Level 3. ~~The guaranteed GNMA optional repurchase loans are excluded from the fair value option.~~

Derivatives						The fair value of the Company's interest rate swap agreements to facilitate customer transactions are based upon fair values provided from entities that engage in interest rate swap activity and is based upon projected future cash flows and interest rates. The fair value of interest rate lock commitments associated with the mortgage pipeline is based on fees currently charged to enter into similar agreements, and for fixed-rate commitments, the difference between current levels of interest rates and the committed rates is also considered. The fair values of the Company's designated cash flow and fair value hedges are determined by calculating the difference between the discounted fixed rate cash flows and the discounted variable rate cash flows. The fair values of both the Company's hedges, including designated cash flow hedges and designated fair value hedges are based on pricing models that utilize observable market inputs. These financial instruments are classified as Level 2.

OREO						OREO is comprised of ~~commercial and residential real estate~~properties obtained in partial or total satisfaction of loan obligations and excess land and facilities held for sale. OREO acquired in settlement of indebtedness is recorded at the lower of the carrying amount of the loan or the fair value of the real estate less costs to sell. Fair value is determined on a nonrecurring basis based on appraisals by qualified licensed appraisers and is adjusted for management’s estimates of costs to sell and holding period discounts. ~~The~~OREO valuations are classified as Level 3.

Mortgage servicing rights						MSRs are carried at fair value. Fair value is determined using an income approach with various assumptions including expected cash flows, market discount rates, prepayment speeds, servicing costs, and other factors. As such, MSRs are considered Level 3.

~~Collateral~~Collateral- dependent loans						~~Collateral dependent~~Collateral-dependent loans are loans for which, based on current information and events, the Company has determined foreclosure of the collateral is probable, or where the borrower is experiencing financial difficulty and the Company expects repayment of the loan to be provided substantially through the operation or sale of the collateral and it is probable that the creditor will be unable to collect all amounts due according to the contractual terms of the loan agreement. ~~Collateral dependent~~Collateral-dependent loans are classified as Level 3.


			Fair Value
March 31, 2023	Carrying amount		Level 1		Level 2		Level 3		Total
Financial assets:
Cash and cash equivalents	$	1,319,951	$	1,319,951	$	—	$	—	$	1,319,951
Investment securities	1,474,064		—		1,474,064		—		1,474,064

Net loans held for investment	9,227,187		—		—		9,090,899		9,090,899
Loans held for sale, at fair value	61,987		—		52,477		9,510		61,987
Interest receivable	44,737		1,027		6,705		37,005		44,737
Mortgage servicing rights	164,879		—		—		164,879		164,879
Derivatives	39,799		—		39,799		—		39,799
Financial liabilities:
Deposits:
Without stated maturities	$	9,686,045	$	9,686,045	$	—	$	—	$	9,686,045
With stated maturities	1,496,870		—		1,485,091		—		1,485,091
Securities sold under agreements to repurchase and federal funds purchased	38,130		38,130		—		—		38,130
Federal Home Loan Bank advances	125,000		—		125,000		—		125,000
Subordinated debt, net	127,076		—		—		120,584		120,584

Interest payable	11,834		3,731		7,704		399		11,834
Derivatives	48,461		—		48,461		—		48,461


At March 31, 2023		Quoted prices in active markets for identical assets (liabilities) (level 1)		Significant other observable inputs (level 2)		Significant unobservable inputs (level 3)		Total
At March 31, 2024										At March 31, 2024	Quoted prices in active markets for identical assets (liabilities) (level 1)	Significant other observable inputs (level 2)	Significant unobservable inputs (level 3)	Total
Recurring valuations:	Recurring valuations:									Recurring valuations:
Financial assets:	Financial assets:									Financial assets:
Available-for-sale securities:	Available-for-sale securities:									Available-for-sale securities:
U.S. government agency securities	U.S. government agency securities	$	—	$	40,928	$	—	$	40,928
Mortgage-backed securities - residential	Mortgage-backed securities - residential	—		1,025,388		—		1,025,388
Mortgage-backed securities - commercial	Mortgage-backed securities - commercial	—		17,723		—		17,723
Municipal securities	Municipal securities	—		270,994		—		270,994
U.S. Treasury securities	U.S. Treasury securities	—		108,823		—		108,823
Corporate securities	Corporate securities	—		7,149		—		7,149
Equity securities, at fair value		—		3,059		—		3,059

Total securities
Total securities
Total securities	Total securities	$	—	$	1,474,064	$	—	$	1,474,064
Loans held for sale, at fair value	Loans held for sale, at fair value	$	—	$	52,477	$	9,510	$	61,987
Mortgage servicing rights	Mortgage servicing rights	—		—		164,879		164,879
Derivatives	Derivatives	—		39,799		—		39,799
Financial Liabilities:	Financial Liabilities:
Derivatives	Derivatives	—		48,461		—		48,461
Derivatives
Derivatives


At December 31, 2023	Quoted prices in active markets for identical assets (liabilities) (level 1)		Significant other observable inputs (level 2)		Significant unobservable inputs (level 3)		Total
Recurring valuations:
Financial assets:
Available-for-sale securities:
U.S. government agency securities	$	—	$	203,956	$	—	$	203,956
Mortgage-backed securities - residential	—		896,971		—		896,971
Mortgage-backed securities - commercial	—		16,961		—		16,961
Municipal securities	—		242,263		—		242,263
U.S. Treasury securities	—		108,496		—		108,496
Corporate securities	—		3,326		—		3,326

Total securities	$	—	$	1,471,973	$	—	$	1,471,973
Loans held for sale, at fair value	$	—	$	46,618	$	—	$	46,618
Mortgage servicing rights	—		—		164,249		164,249
Derivatives	—		34,738		—		34,738
Financial Liabilities:
Derivatives	—		38,215		—		38,215


At December 31, 2022	Quoted prices in active markets for identical assets (liabilities) (level 1)		Significant other observable inputs (level 2)		Significant unobservable inputs (level 3)		Total
Recurring valuations:
Financial assets:
Available-for-sale securities:
U.S. government agency securities	$	—	$	40,062	$	—	$	40,062
Mortgage-backed securities - residential	—		1,034,193		—		1,034,193
Mortgage-backed securities - commercial	—		17,644		—		17,644
Municipal securities	—		264,420		—		264,420
U.S. Treasury securities	—		107,680		—		107,680
Corporate securities	—		7,187		—		7,187
Equity securities, at fair value	—		2,990		—		2,990
Total securities	$	—	$	1,474,176	$	—	$	1,474,176
Loans held for sale, at fair value	$	—	$	82,750	$	30,490	$	113,240
Mortgage servicing rights	—		—		168,365		168,365
Derivatives	—		48,769		—		48,769
Financial Liabilities:
Derivatives	—		63,229		—		63,229











	Three Months Ended March 31, 2023
	Principal balance		Fair Value discount		Fair Value
Carrying value at beginning of period	$	34,357	$	(3,867)	$	30,490

Change in fair value:
Paydowns and payoffs	(21,890)		—		(21,890)

Changes in valuation included in other noninterest income	—		910		910
Carrying value at end of period	$	12,467	$	(2,957)	$	9,510


March 31, 2023	Aggregate fair value		Aggregate Unpaid Principal Balance		Difference
Mortgage loans held for sale measured at fair value	$	52,477	$	51,298	$	1,179
Commercial loans held for sale measured at fair value	232		236		(4)

Nonaccrual commercial loans held for sale	9,278		12,231		(2,953)

December 31, 2022	Aggregate fair value		Aggregate Unpaid Principal Balance		Difference
Mortgage loans held for sale measured at fair value	$	82,750	$	81,520	$	1,230
Commercial loans held for sale measured at fair value	21,201		22,126		(925)

Nonaccrual commercial loans held for sale	9,289		12,231		(2,942)


Three Months Ended March 31, 2024	Banking		Mortgage		Consolidated
Net interest income	$	97,094	$	2,396	$	99,490
Provisions for (reversal of) credit losses	838		(56)		782
Mortgage banking income	—		15,626		15,626
Change in fair value of mortgage servicing rights, net of hedging(1)	—		(3,041)		(3,041)
Other noninterest (loss) income	(4,794)		171		(4,623)
Depreciation and amortization	2,708		133		2,841
Amortization of intangibles	789		—		789

Other noninterest expense	56,847		11,943		68,790
Income before income taxes	$	31,118	$	3,132	$	34,250
Income tax expense					6,300
Net income applicable to FB Financial Corporation and noncontrolling interest					27,950
Net income applicable to noncontrolling interest					—
Net income applicable to FB Financial Corporation					$	27,950
Total assets	$	11,979,904	$	568,416	$	12,548,320
Goodwill	242,561		—		242,561


Three Months Ended March 31, 2023	Banking(3)		Mortgage		Consolidated
Net interest income	$	103,660	$	—	$	103,660
Provisions for credit losses(1)	491		—		491
Mortgage banking income(2)	—		15,493		15,493
Change in fair value of mortgage servicing rights, net of hedging(2)	—		(3,407)		(3,407)
Other noninterest income	11,493		(230)		11,263
Depreciation and amortization	2,049		179		2,228
Amortization of intangibles	990		—		990

Other noninterest expense	65,311		11,911		77,222
Income (loss) before income taxes	$	46,312	$	(234)	$	46,078
Income tax expense					9,697
Net income applicable to FB Financial Corporation and noncontrolling interest					36,381
Net income applicable to noncontrolling interest(3)					—
Net income applicable to FB Financial Corporation					$	36,381
Total assets	$	12,530,039	$	571,108	$	13,101,147
Goodwill	242,561		—		242,561


March 31, 2024	Actual				Minimum Requirement for Capital Adequacy with Capital Buffer			To Qualify as Well-Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio			Amount		Ratio		Amount		Ratio

Total Capital (to risk-weighted assets)
FB Financial Corporation	$	1,657,500	15.0	%		$	1,161,748	10.5	%	N/A		N/A
FirstBank	1,622,562		14.7	%		1,159,716		10.5	%	$	1,104,491	10.0	%
Tier 1 Capital (to risk-weighted assets)
FB Financial Corporation	$	1,419,546	12.8	%		$	940,462	8.5	%	N/A		N/A
FirstBank	1,384,847		12.5	%		938,818		8.5	%	$	883,593	8.0	%
Tier 1 Capital (to average assets)
FB Financial Corporation	$	1,419,546	11.3	%		$	500,450	4.0	%	N/A		N/A
FirstBank	1,384,847		11.1	%		499,885		4.0	%	$	624,857	5.0	%
Common Equity Tier 1 Capital (to risk-weighted assets)
FB Financial Corporation	$	1,389,546	12.6	%		$	774,498	7.0	%	N/A		N/A
FirstBank	1,384,847		12.5	%		773,144		7.0	%	$	717,919	6.5	%