UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant  ☒                             Filed by a party other than the Registrant  ☐

Check the appropriate box:

FRANKLIN FINANCIAL NETWORK, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Dear Shareholder:

You are cordially invited to attend the 20182019 annual meeting of shareholders, which will be held on Thursday, May 24, 201823, 2019 at 9:30 a.m. Central Time at the main office of Franklin Synergy Bank in the Musgrove Auditorium, which is located at 722 Columbia Avenue, Franklin, Tennessee 37064.

The notice and proxy statement on the following pages contain details concerning the business to come before the meeting.

We have elected to provide access to our proxy materials over the Internet under the Securities and Exchange Commission’s “notice and access” rules again this year. We believe that providing our proxy materials over the Internet increases the ability of our shareholders to connect with the information they need, while reducing the environmental impact of our annual meeting and the cost to the Company associated with the physical printing and mailing of proxy materials.

Regardless of whether you plan to attend the 20182019 annual meeting in person, please vote and submit your proxy as soon as possible via the Internet, by telephone, or if you have requested to receive printed proxy materials, by mailing a proxy or voting instruction card enclosed with those materials. This will not prevent you from voting in person at the meeting, but will help to secure a quorum and avoid added solicitation costs. If you decide later to attend the meeting, you may withdraw your proxy at any time and vote your shares in person.

By Order of the Board of Directors

RICHARD E. HERRINGTONJ. Myers Jones, III

President andInterim Chief Executive Officer

NOTICE OF 20182019 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON THURSDAY, MAY 24, 201823, 2019

To the Shareholders of Franklin Financial Network, Inc.:

NOTICE IS HEREBY GIVEN that we will hold the 20182019 annual meeting of shareholders of Franklin Financial Network, Inc., a Tennessee corporation (“FFN” or the “Company”), on Thursday, May 24, 201823, 2019 at 9:30 a.m. Central Time, at the main office of Franklin Synergy Bank in the Musgrove Auditorium, which is located at 722 Columbia Avenue, Franklin, Tennessee 37064. The 20182019 annual meeting is being held for the following purposes:

1. To elect nine directors to serve on our board of directors for aone-year term; and

2. To ratify the selection of Crowe Horwath LLP as our independent auditor for 2018.

Shareholders also will transact any other business that properly comes before the 20182019 annual meeting of shareholders.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” PROPOSALS 1 AND 2.

Only shareholders of record as of the close of business on April 6, 2018March 25, 2019 will be entitled to notice of and to vote at the 20182019 annual meeting of shareholders and any adjournment thereof.

We are mailing a Notice of Internet Availability of Proxy Materials to many of our shareholders instead of paper copies of our proxy statement and our annual report. The Notice contains instructions on how to access those documents over the Internet. The Notice also contains instructions on how shareholders can receive a paper copy of our proxy materials, including the proxy statement, our 20172018 Annual Report and proxy card.

We hope that you will be able to attend the meeting. We ask, however, whether or not you plan to attend the meeting that you vote as soon as possible. Promptly voting will help ensure that the greatest number of shareholders are present whether in person or by proxy. You may vote over the Internet, as well as by telephone, or, if you requested to receive printed proxy materials, by mailing a proxy or voting instruction card enclosed with those materials. Please review the instructions on each of your voting options described in the proxy statement, as well as in the Notice you received in the mail.

If you attend the annual meeting in person, you may revoke your proxy at the annual meeting and vote your shares in person. You may revoke your proxy at any time before the proxy is exercised. Should you desire to revoke your proxy, you may do so as provided in the accompanying proxy statement.

By Order of the Board of Directors

RICHARD E. HERRINGTONJ. Myers Jones, III

President andInterim Chief Executive Officer

April 13, 201812, 2019

Franklin, Tennessee

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE ANNUAL SHAREHOLDER MEETING

TO BE HELD ON MAY 24, 2018:23, 2019:

The Notice of Internet Availability of Proxy Materials, Notice of Meeting and

Proxy Statements are available free of charge at: www.envisionreports.com/FSB

TABLE OF CONTENTS

(i)

		722 COLUMBIA AVENUE Franklin, TN 37064   phone (615)236-2265 fax (615)236-8399

PROXY STATEMENT FOR

20182019 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON THURSDAY, MAY 24, 201823, 2019

We are delivering these proxy materials to solicit proxies on behalf of the board of directors of Franklin Financial Network, Inc., for the annual meeting of shareholders to be held on Thursday, May 24, 2018,23, 2019, beginning at 9:30 a.m. Central Time, at the main office of Franklin Synergy Bank in the Musgrove Auditorium, which is located at 722 Columbia Avenue, Franklin, Tennessee 37064.

We first mailed the Notice of Internet Availability of Proxy Materials to our shareholders on or about April 13, 2018.12, 2019.

Unless the context otherwise indicates, any reference in this proxy statement to “Franklin Financial,” “our company,” “the company,” “us,” “we” and “our” refers to Franklin Financial Network, Inc. together with its consolidated subsidiaries (including Franklin Synergy Bank), any reference to “FFN” refers to Franklin Financial Network, Inc. only and any reference to “FSB” or the “Bank” refers to our banking subsidiary, Franklin Synergy Bank.

At the meeting, our shareholders will vote on proposals to (1) elect nine directors to serve on our board of directors for aone-year term; and (2) ratify the selection of Crowe Horwath LLP as our independent auditor for 2018.2019. The proposals are set forth in the accompanying Notice of 20182019 Annual Meeting of Shareholders and are described in more detail in this proxy statement. Shareholders also will transact any other business, not known or determined at the time of this proxy solicitation that properly comes before the 20182019 annual meeting of shareholders, although our board of directors knows of no such other business to be presented.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” PROPOSALS 1 AND 2.

When you submit your proxy by executing and returning the enclosed proxy card, you will authorize the proxy holders—Richard E. Herrington, Sarah L. MeyerroseJ. Myers Jones, III, Christopher J. Black and Mandy M. Garland—to vote as proxy all your shares of common stock and otherwise to act on your behalf at the 20182019 annual meeting of shareholders and any adjournment thereof, in accordance with the instructions set forth therein. These persons also will have discretionary authority to vote your shares on any other business that properly comes before the meeting. They also may vote your shares to adjourn the meeting and will be authorized to vote your shares at any adjournment of the meeting.

QUESTIONS AND ANSWERS ABOUT THE 20182019 ANNUAL MEETING OF SHAREHOLDERS

Why did I receive aone-page notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), the Company will use the Internet as the primary means of furnishing proxy materials to shareholders again this year. Accordingly, the Company is sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to the Company’s shareholders. All shareholders will have the ability to access the proxy materials on the website referred to in the Notice or request a printed set of the complete proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. In addition, shareholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. The Company encourages shareholders to take advantage of the availability of the proxy materials on the Internet to help reduce the environmental impact of its annual meetings and the cost to the Company associated with the physical printing and mailing of materials.

What is the purpose of the 20182019 annual meeting?

At the 20182019 annual meeting, shareholders will act upon the following matters:

1. To elect nine directors to serve on our board of directors for aone-year term; and

2. To ratify the selection of Crowe Horwath LLP as our independent auditor for 2018.

Shareholders also will transact any other business, not known or determined at the time of this proxy solicitation, that properly comes before the 20182019 annual meeting of shareholders, although our board of directors knows of no such other business to be presented.

Who is entitled to vote?

Only shareholders of record at the close of business on April 6, 2018,March 25, 2019, the record date for the 20182019 annual meeting, are entitled to receive notice of the 20182019 annual meeting and to vote the shares of common stock that they held on that date at the 20182019 annual meeting. Each outstanding share of common stock entitles its holder to cast one vote on each matter to be voted on at the 20182019 annual meeting.

What constitutes a quorum?

The presence at the 20182019 annual meeting, in person or by proxy, of the holders of a majority of the shares of common stock outstanding on the record date will constitute a quorum.

As of April 6, 2018,March 25, 2019, there were 14,228,43014,574,339 shares of common stock outstanding. Shares held by shareholders present at the 20182019 annual meeting in person or represented by proxy who elect to abstain from voting nonetheless will be included in the calculation of the number of shares considered present at the 20182019 annual meeting.

What happens if a quorum is not present at the 20182019 annual meeting?

If a quorum is not present at the scheduled time of the meeting, the holders of a majority of the shares of common stock present in person or represented by proxy at the meeting may adjourn the meeting to another place, date, or time until a quorum is present. Notice of an adjourned meeting need not be given if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken.

How do I vote before the annual meeting?

Before the annual meeting, you may vote your shares in one of the following three ways: (1) via the Internet by following the instructions provided in the Notice, (2) by mail, if you requested printed copies of the proxy materials, by filling out the form of proxy card and sending it back in the envelope provided, or (3) by telephone, if you requested printed copies of the proxy materials, by calling the toll free number found on the proxy card. If you requested printed copies of the proxy materials, and properly sign and return your proxy card and return it in the prepaid envelope, your shares will be voted as you direct.

Please use only one of the three ways to vote. If you hold shares in the name of a broker, your ability to vote those shares by Internet or telephone depends on the voting procedures used by your broker, as explained below.

How do I vote if my broker holds my shares in “street name”?

If your shares are held in a brokerage account in the name of your bank or broker (this is called “street name”), your bank or broker will send you the Notice. Many (but not all) brokerage firms and banks participate in a program provided through Broadridge Financial Solutions, Inc. that offers Internet and telephone voting options. If you do not give instructions to your nominee, it will nevertheless be entitled to vote your shares on “discretionary” items but will not be permitted to do so on“non-discretionary” items. Proposal 1 is anon-discretionary item for which a nominee will not have discretion to vote in the absence of voting instructions from you. However, Proposal 2 is a discretionary item on which your nominee will be entitled to vote your shares even in the absence of instructions from you.

Can I change my mind and revoke my proxy?

Yes. To revoke a proxy given pursuant to this solicitation, you must:

What are the Board’s recommendations?

Our board of directors unanimously recommends that you vote:

What vote is required to approve each item?

How will Abstentions and BrokerNon-Votes be Treated?

You do not have the option of abstaining from voting on Proposal 1, but you may abstain from voting on Proposal 2. With respect to Proposal 1, because the directors are elected by a plurality vote, an abstention will have no effect on the outcome of the vote and, therefore, is not offered as a voting option on the proposal. In the case of an abstention on Proposal 2, your shares of common stock would be included in the number of shares of common stock considered present at the meeting for the purpose of determining whether there is a quorum but will not be voted on this proposal. Therefore,If a quorum is present, abstentions will have nothe same effect on whether Proposal 2 is approved so long as a quorum is present.vote against the proposal.

Brokernon-votes occur when a brokerage firm, bank, or other nominee does not vote shares that it holds in “street name” on behalf of the beneficial owner because the beneficial owner has not provided voting instructions to the nominee with respect to anon-discretionary item. Proposal 1 is anon-discretionary item for which a nominee will not have discretion to vote in the absence of voting instructions from you. However, Proposal 2 is a discretionary item on which your nominee will be entitled to vote your shares of common stock even in the absence of instructions from you. Accordingly, it is possible for there to be brokernon-votes with respect to Proposal 1, but there will not be brokernon-votes with regard to Proposal 2. In the case of a brokernon-vote, your shares of common stock would be included in the number of shares of common stock considered present at the meeting for the purpose of determining whether there is a quorum. A brokernon-vote, being shares of common stock not entitled to vote, would not have any effect on the outcome of the vote on Proposal 1.

How can I find the voting results of the annual meeting?

We will include the voting results in a Current Report on Form8-K, which we will file with the SEC no later than four business days following the completion of the annual meeting.

Unless otherwise indicated, the address of each of the individuals named in the table below under “Named Executive Officers, Directors and Director Nominees” is c/o Franklin Financial Network, Inc., 722 Columbia Avenue, Franklin, Tennessee 37064.

Section 16(a) Beneficial Ownership Reporting Compliance

The federal securities laws require our directors and executive officers and persons who beneficially own more than 10% of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of our securities. Based solely on our review of the copies of these forms received by us or representations from reporting persons, we believe that SEC beneficial ownership reporting requirements for 20172018 were met, with the exception of one late Form 4 for J. Myers Jones, III, Executive Vice PresidentJames W. Cross, IV, for the exercise of stock options and Chief Credit Officer of the Bank, for a purchasesale of our common stock made by his wife on August 31, 2017.May 22, 2018.

CORPORATE GOVERNANCE

Director Independence

Our amended and restated bylaws require our board of directors to have not less than five directors nor more than 25 directors. The board of directors may determine the number of directors from time to time by the vote of the majority of the whole board. The size of the FFN board of directors is currently set at nine directors. The Tennessee Banking Act and the bylaws of the Bank require the Bank to have a board of directors consisting of not less than five nor more than 25 members. Each of the directors of the Bank during his or her whole term of service must be a citizen of the United States. A majority of the Bank’s directors must reside either within the State of Tennessee or within 100 miles of the location of any branch for at least one year immediately preceding their election and during the entire term of their service as directors. The board of directors of the Bank is currently set at twelve directors.

Under the rules of the New York Stock Exchange (“NYSE”), the national securities exchange on which our common stock is listed, independent directors must comprise a majority of our board of directors. The rules of the NYSE, as well as those of the SEC, also impose several other requirements with respect to the independence of our directors. Our board of directors has undertaken a review of the independence of each director based upon these rules. Applying these standards, our board of directors has affirmatively determined that Dr. Patel, Messrs. Allen, Cross, Waldron and Wynd, Ms. Stephens and Ms. Sullivan qualify as independent directors under applicable rules. In making these determinations, our board of directors considered the current and prior relationships that each director and director nominee has with our company and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each director, and the transactions involving them described in the section titled “CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.” In addition, in determining that Dr. Patel is independent, our board of directors considered the fact that Dr. Patel’s wife owns a small ownership interest in an entity that receives lease payments from the Company for the Bank’s branch in Nashville acquired in the Company’s merger with Civic Bank & Trust. Our board of directors determined that Dr. Patel’s wife’s interest in that entity would not interfere with Dr. Patel’s exercise of independent judgment in carrying out the responsibilities of a director.

Leadership Structure

Our board of directors meets at least annually, and the board of directors of the Bank meets at least monthly. Our board of directors does not have a policy regarding the separation of the roles of Chief Executive Officer and Chairman of the Board, as the board believes that it is in the best interests of our organization to make that determination from time to time based on the position and direction of our organization and the membership of the board. The board has determined that havingEffective upon the retirement of our former Chairman and Chief Executive Officer, serveRichard E. Herrington on March 8, 2019, the board of directors appointed J. Myers Jones, III as our Interim Chief Executive Officer and elected James W. Cross, IV as our Chairman. Our board of directors believes it is appropriate to separate the positions of Chairman of the Board is in the best interests of our shareholdersand Chief Executive Officer at this time. Thistime because this leadership structure makes best useenhances our board’s ability to ensure that the appropriate level of theindependent oversight is applied to all management decisions. It also permits our Interim Chief Executive Officer’s extensive knowledge of our organization and the banking industry. The board views this arrangement as also providing an efficient connection between our management and the board, enabling the boardOfficer to obtain information pertaining to operational matters expeditiously and enabling our Chairman to bring areas of concern before the board in a timely manner.focus on Company operations.

Committees of the Board of Directors

Our board of directors has established the following committees: an audit committee, a compensation committee and a nominating and corporate governance committee. The composition and responsibilities of each committee are described below. Members will serve on these committees until their resignation or until otherwise determined by our board of directors.

The audit committee consists of Jimmy E. Allen, Pamela J. Stephens, Melody J. Sullivan, Gregory E. Waldron and Benjamin P. Wynd, with Mr. Wynd serving as chairman. Our board has determined each of these members is an independent director under the applicable SEC rules and the NYSE listing standards for audit committee members, and Ms. Sullivan is an “audit committee financial expert” within the meaning of Item 407 of RegulationS-K. Each member of the audit committee has the ability to read and understand fundamental financial statements. The audit committee met eightnine times in 2017.2018. Our board of directors has adopted a written charter under which the audit committee operates. A copy of the charter, which satisfies the applicable standards of the SEC and the NYSE, is available on our corporate website (www.franklinsynergybank.com), accessible from the “Governance Documents” link on the “Investor Relations” subpage of our website. Information from this website is not incorporated by reference into this proxy statement.

Nominating and Corporate Governance Committee

The purpose of the nominating and corporate governance committee is set forth in the nominating and corporate governance committee charter and includes:

The nominating and corporate governance committee currently consists of Jimmy E. Allen, Pamela J. Stephens, Melody J. Sullivan and Gregory E. Waldron, with Mr. Allen serving as chairman. Our board has determined each of these members is an independent director under the applicable SEC rules and NYSE listing standards. The nominating and corporate governance committee met four times in 2017.2018. Our board of directors has adopted a written charter under which the nominating and corporate governance committee operates. A copy of the charter, which satisfies the applicable standards of the NYSE, is available on our corporate website (www.franklinsynergybank.com), accessible from the “Governance Documents” link on the “Investor Relations” subpage of our website. Information from this website is not incorporated by reference into this proxy statement.

Compensation Committee

The purpose of the compensation committee is set forth in the compensation committee charter and includes:

Board of Directors and Committee Meetings

Our board of directors met 13 times during 2017.2018. Each member of our board of directors attended more than 75% of the total number of meetings of our board of directors and its committees on which he or she served during 2017.2018. Members of our board of directors are encouraged to attend the 20182019 annual meeting of shareholders. A majority of the members of our board of directors attended the 20172018 annual meeting of shareholders either in person or via telephone conference.

Risk Management and Oversight

The board of directors is responsible for engaging external accounting and auditing firms to independently assess critical elements of risk. The audit committee has engaged Crowe Horwath LLP to perform the annual financial audit and render an opinion on the fairness of the financial statements. The firm of Elliott Davis Decosimo PLLC performs an annual audit of information systems and internal controls. The firm of BKD, LLP performed loan review on a semi-annual andas-needed basis in 2017.2018. Independent auditors report their findings directly to the audit committee of the board of directors.

Corporate Governance Guidelines and Code of Business Conduct and Ethics

Our board of directors has adopted corporate governance guidelines, which set forth a flexible framework within which our board of directors, assisted by board committees, directs the affairs of our company. The guidelines address, among other things, the composition and functions of our board of directors, director independence, compensation of directors, management succession and review, board committees and selection of new directors.

We have adopted a code of business conduct and ethics applicable to our directors, officers and employees including specific standards and guidelines applicable to our principal executive, financial and accounting officers and all persons performing similar functions. A copy of that code, and the corporate governance guidelines, is available on our corporate website (www.franklinsynergybank.com), accessible from the “Governance Documents” link on the “Investor Relations” subpage of our website. We expect that any amendments to such code and guidelines, or any waivers of their requirements, will be disclosed on our corporate website and by other means required by theSEC and NYSE rules.

Communications with Members of the Board of Directors

The Company’s board of directors has established procedures for the Company’s shareholders and other interested parties to communicate with members of the board of directors. The board of directors has designated a lead independent director, Melody Sullivan,James W. Cross, IV, to preside over executive sessions of the independent members of the board of directors. Any interested party, including shareholders, may communicate with Ms. Sullivan,Mr. Cross, or any of the Company’s independent directors, by writing to such director c/o Franklin Financial Network, Inc., 722 Columbia Avenue, Franklin, Tennessee 37064.

COMPENSATION DISCUSSION AND ANALYSIS

FFN is providing compensation disclosure that satisfies the requirements applicable to emerging growth companies, as defined in the Jumpstart Our Business Startups (JOBS) Act. FFN’s named executive officers for 2017,2018, which consist of FFN’s principal executive officer and its two other most highly compensated executive officers are:

Summary Compensation Table

The table below shows the compensation for services in all capacities FFN paid to its Chief Executive Officer and its two other most highly compensated executive officers (which are referred to as named executive officers) during the years ended December 31, 20172018 and 2016:2017:

Outstanding Equity Awards at FiscalYear-End

The following table shows the number of equity awards outstanding as of December 31, 20172018 for FFN’s named executive officers.

Outside Director Compensation Table for 20172018

Directors of FFN receive fees, payable quarterly, as follows: (i) each director receives $12,000$20,000 per year as compensation for service as a member of the board of directors of FFN; (ii) audit, nominating and corporate

Other Practices, Plans and Agreements

There is standard medical and disability insurance for officers and employees similar to other banking institutions in the area. FFN may enter into other incentive compensation, bonus, and/or pension plans with its officers and employees in the future as may be decided by the board of directors. Officers and employees will receive salaries standard in the market and industry.

Omnibus Equity Incentive Plan

The Company’s 2007 Omnibus Equity Incentive Plan (the “2007 Plan”), as amended and shareholder-approved, provided for the issuance of up to 4,000,000 shares. The 2007 Plan provided that no options intended to be incentive stock options may be granted after April 9, 2017. As a result, the Company’s board of directors approved, and recommended to its shareholders for approval, a new equity incentive plan, the 2017 Omnibus Equity Incentive Plan (the “2017 Plan”). The Company’s shareholders approved the 2017 Plan at the 2017 annual meeting of shareholders. The terms of the 2017 Plan are substantially similar to the terms of the 2007 Plan it was intended to replace, except that the 2017 Plan provided for the issuance of up to 5,000,000 shares. The Company is no longer issuing awards under the 2007 Plan. On April 12, 2018, the Compensation Committee approved the Amended and Restated 2017 Omnibus Equity Incentive Plan (the “Amended and Restated 2017 Plan”) in order to make the following amendments to the 2017 Plan in response to feedback the Company received from its shareholders:

The Amended and Restated 2017 Plan did not require approval by the Company’s shareholders. At December 31, 2017,2018, there were 4,734,446 authorized shares available for issuance under the 2017 Plan. As a result of the reduction of shares authorized for issuance pursuant to the amendments made to the 2017 Plan, there were 3,500,0002,513,043 authorized shares available for issuance under the Amended and Restated 2017 Plan as of April 12, 2018.Plan.

Employee, organizer and director awards are generally granted with an exercise price equal to the market price of the Company’s common stock at the date of grant; those option awards have a vesting period of two to five years and have aten-year contractual term. The Company assigns discretion to its board of directors to make grants either as qualified incentive stock options or asnon-qualified stock options. All employee grants are intended to be treated as qualified incentive stock options, if allowable. All other grants are expected to be treated asnon-qualified.

Additionally, the Company’s 2007 Plan the 2017 Plan and the Amended and Restated 2017 Plan provide for the granting of restricted share awards and other performance related incentives. When restricted shares are awarded, a participant receives voting and dividend rights with respect to the shares, but is not able to transfer the shares until the restrictions have lapsed. All outstanding restricted share awards have a vesting period of two to seven

Executive Transition Agreement with Richard E. Herrington

On March 8, 2019, Richard E. Herrington entered into an Executive Transition Agreement with FFN and the Bank, pursuant to which Mr. Herrington retired from his position as an executive officer of the company and a member of the board of directors, in each case effective as of March 8, 2019. Mr. Herrington has also agreed to remain an employee of the company through September 8, 2019 to provide services to the company on a transitional basis. The Executive Transition Agreement provides that Mr. Herrington will receive, in exchange for his release of all potential claims against the company, a payment of the gross amount of $1,322,018.00. Mr. Herrington also will receive a payment of $661,009.00 pursuant to the terms of his Confidentiality,Non-Competition, andNon-Solicitation Agreement dated as of January 29, 2014, and, pursuant to the terms of his Employment Agreement with the Bank dated as of January 29, 2014, all of his outstanding, unvested equity awards will become fully-vested on September 8, 2019.

Employment Agreements

Each of Ms. Bowers and Mr. McDaniel have entered into employment agreements with the Bank that provide for, among other benefits, the following payments in connection with a termination of employment:

Equity Compensation Plan Information as of December 31, 20172018

Compensation Committee Interlocks and Insider Participation

Jimmy E. Allen, Pamela J. Stephens, Melody J. Sullivan and Benjamin P. Wynd served as members of FFN’s compensation committee in 2017.2018. None of the members of the compensation committee is a current or former officer of FFN. There is not, nor was there during 2017,2018, any compensation committee interlock or insider participation on the compensation committee required to be disclosed under Item 407 of RegulationS-K.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Bank has had, and expects to have in the future, loans and other banking transactions in the ordinary course of business with directors (including our independent directors) and executive officers of FFN and its subsidiaries, including members of their families or corporations, partnerships or other organizations in which such officers or directors have a controlling interest. These loans are made on substantially the same terms (including interest rates and collateral) as those available at the time for comparable transactions with persons not related to the bank and did not involve more than the normal risk of collectability or present other unfavorable features.

In addition, the Bank is subject to the provisions of Section 23A of the Federal Reserve Act, which places limits on the amount of loans or extensions of credit to, or investments in, or certain other transactions with, affiliates and on the amount of advances to third parties collateralized by the securities or obligations of affiliates. The Bank is also subject to the provisions of Section 23B of the Federal Reserve Act which, among other things, prohibits an institution from engaging in certain transactions with certain affiliates unless the transactions are on terms substantially the same, or at least as favorable to such institution or its subsidiaries, as those prevailing at the time for comparable transactions with nonaffiliated companies.

Policies and Procedures for Related Person Transactions

FFN has a written related person transactions policy, pursuant to which FFN’s executive officers, directors and principal shareholders, including their immediate family members, are not permitted to enter into a related person transaction with FFN without the consent of FFN’s audit committee. Any request for FFN to enter into a transaction with an executive officer, director, principal shareholder or any of such persons’ immediate family members, other than transactions available to all employees generally or involving less than $5,000 when aggregated with similar transactions, must be presented to FFN’s audit committee for review, consideration and approval, unless the transaction involves an employment or other compensatory arrangement approved by the compensation committee. All of FFN’s directors, executive officers and employees are required to report to FFN’s audit committee any such related person transaction. In approving or rejecting the proposed agreement, FFN’s audit committee will take into account, among other factors it deems appropriate, whether the proposed related person transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances, the extent of the person’s interest in the transaction and, if applicable, the impact on a director’s independence. After consideration of these and other factors, the audit committee may approve or reject the transaction. Consistent with the policy, if FFN should discover related person transactions that have not been approved, the audit committee will be notified and will determine the appropriate action, including ratification, rescission or amendment of the transaction.

Certain Transactions with Management

Banking transactions with directors, officers, and employees may be performed in the ordinary course of business. Any extensions of credit to these individuals is made on the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons and will not involve more than the normal risk of repayment. Outstanding loans to executive officers, directors, principal shareholders, and companies with whom they are associated as of December 31, 2017,2018, were approximately $42,956,687.$22,701,620.

Our directors are required to devote only so much of their time to the business of the Bank and FFN as in their judgment is reasonably required. Our directors, and their affiliates, may engage, and are presently engaging, for their own accounts in other business ventures, including management and the formation of other corporations or ventures. Such activities may result in conflicts of interest.

Based on competitive bids, FFN is using Full Service Insurance to provide various insurance coverage including health, director’s and officer’s liability, personal property and bond coverage. Full Service Insurance is an

The Bank leases a facility from Columbia Avenue Partners, LLC (“Columbia Avenue Partners”) in Downtown Franklin to house the main office, corporate headquarters, and operational areas. Columbia Avenue Partners is an affiliate of Henry W. Brockman, Dr. David H. Kemp, and, until December 31, 2013, Paul M. Pratt, Jr., each of whom Mr. Brockman and Dr. Kemp were directors of FFN and the Bank during 2017.2018, and Dr. Kemp and Mr. Pratt are director nominees. The Bank received a third party review to assure lease rates and terms are competitive. In early 2013, construction began on an additional operations facility adjacent to the Bank’s 722 Columbia Avenue headquarters. This property is now leased from Columbia Avenue Partners. In 2017,Since January 1, 2018, payments to Columbia Avenue Partners, LLC totaled $2,154,762.$2,199,876.19. In addition, on June 11, 2015, the Bank entered into a Triple Net Office Lease Agreement for additional office space and parking for the Bank with Columbia Avenue Partners. The lease has a term of 15 years and provides for monthly rent payments of $46,508.45 per month. In addition to the Columbia Avenue offices, the Bank has signed a lease with Berry Farms Real Estate Partners, LLC, consisting of directors Brockman, Kemp, and, until December 31, 2013, director nominee Pratt, for the Bank’s Berry Farms branch, which opened in September 2013. In 2017,Since January 1, 2018, payments to Berry Farms Real Estate Partners, LLC totaled $149,464.$152,094.76. In September 2013, the Bank entered into an agreement with Aspen Development of Cool Springs, LLC, comprised of directors Brockman and Kemp, to relocate the Bank’s Cool Springs branch. That lease commenced in June 2014. In 2017,Since January 1, 2018, payments to Aspen Development of Cool Springs, LLC totaled $335,000.

Century Skanska, a Joint Venture, and Century Construction Company were contracted by Columbia Avenue Partners to provide the leasehold improvementbuild-out for the current Columbia Avenue facility, and Century Skanska also provided thebuild-out for the new adjacent operations center and office space in Downtown Franklin. Additionally, either Century Skanska or Century Construction Company performedbuild-out and other construction work for the following branches of the Bank: Brentwood, Berry Farms, Cool Springs, Nolensville, Spring Hill and Westhaven. Century Construction Company is an affiliate of and is wholly owned by James W. Cross, IV, a director of FFN in 2017. Century Skanska is a Joint Venture that is 40% owned by Century Construction Company and 60% owned by Skanska USA, and is an affiliate of Mr. Cross. In 2017, the Bank paid Century Skanska a total of $831,262 for leasehold improvement build-outs and other construction work.$342,354.04.

On March 30, 2016, the Bank and Gateway Real Estate Partners, LLC entered into a Triple Net Office Lease Agreement for office space for the Bank in a building under development in Murfreesboro, Tennessee. Gateway Real Estate Partners, LLC is an affiliate of Henry W. Brockman and Dr. David H. Kemp, each of whom were directors of the Company and the Bank in 2017.2018. The lease has a term of 15 years. In 2017,Since January 1, 2018, lease payments to Gateway Real Estate Partners, LLC totaled $392,022.

Effective July 8, 2016, the Bank and Century Skanska entered into that certain Standard Form of Agreement between Owner and Contractor, which provides for construction and design services tobuild-out the Bank’s Medical Center Parkway branch in Murfreesboro, Tennessee. Century Skanska is a Joint Venture that is 40% owned by Century Construction Company, an affiliate of and wholly owned by James W. Cross, IV, a director of FFN in 2017, and 60% owned by Skanska USA. In 2017, payments to Century Skanska for the construction and design of the Medical Center Parkway branch totaled $789,989.$623,191,53.

On July 25, 2017, the Bank and Petra Real Estate Partners II, LLC entered into a Triple Net Office Lease Agreement (the “Spring Hill Lease”). The Spring Hill Lease relates to the relocation of the Bank’s Spring Hill, Tennessee branch, which is currently located at 2035 Wall Street, Spring Hill, Tennessee 37174, to the premises subject to the Spring Hill Lease, which is located at 4824 Main Street, Suite 120, Spring Hill, Tennessee 37174. Petra Real Estate Partners II, LLC is an affiliate of Henry W. Brockman and Dr. David H. Kemp, each of whom were directors of the Bank in 2017.2018. The Spring Hill Lease has a term of 15 years, which the Bank has the option to renew for two successive five year periods, and provides for monthly rent payments of $10,176.58 per month for the first year of the term of the Spring Hill Lease, subject to annual adjustment thereafter. In 2017,Since January 1, 2018, lease payments to Petra Real Estate Partners II, LLC totaled $52,624.

PROPOSAL 1

ELECTION OF DIRECTORS

Director Nominees

The persons listed below have been nominated by our board of directors to serve as directors for aone-year term expiring at the annual meeting of shareholders occurring in 2019.2020. In addition to Messrs. Allen, Herrington,Cross, Waldron and Wynd, Dr.Drs. Patel and Kemp, Ms. Stephens and Ms. Sullivan, each of whom are current directors of FFN, the board of directors nominated Henry W. Brockman,Paul M. Pratt, Jr. and Dr. David H. Kemp to serve as directors, each of whomdirector, who previously served as directorsa director of FFN until the 20172018 annual meeting of shareholders. Messrs. Cross and Pratt’s termsMr. Brockman’s term as directorsa director of FFN will expire at the 20182019 annual meeting upon the election of their successors,his successor, but theyhe will each continue to serve as directorsa director of the Bank after the 20182019 annual meeting. Each nominee has consented to serve on our board of directors. If any nominee were to become unavailable to serve as a director, our board of directors may designate a substitute nominee. In that case, the persons named as proxies on the accompanying proxy card will vote for the substitute nominee designated by our board of directors. The biographies of each of the nominees below contain information regarding the person’s service as a director, business experience, director positions for SEC reporting companies held currently or at any time during the last five years, information regarding involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes or skills that caused the nominating and corporate governance committee and the board of directors to determine that the person should serve as a director for the Company.

Jimmy E. Allen, age 78,79, is a director of FFN and the Bank. Mr. Allen is the Owner of Venture Express, Inc. since 1980; Creative Transportation since 1999; Allen’s Cartage Company, LaVergne, Tennessee since 1980; andco-owner of Center Hill Marina & Yacht Club since 1994. He attended Austin Peay State University, Clarksville, Tennessee and the University of Tennessee, Nashville. Mr. Allen formerly served as a member of the board of directors of MidSouth, Rutherford Bank & Trust, Murfreesboro and Independent Bank, Gallatin, Tennessee. He served as past chairman of Tennessee Trucking Association and Nashville Motor Freight. His past accomplishments include being selected as Nashville Business Journal’s Executive of the Year. He is a supporter of Vanderbilt Children’s Hospital and Ronald McDonald House.

Director Qualifications:

HenryJames W. Brockman, Jr.Cross, IV, age 69,55, has been a director of FFN since March 8, 2019 and a director of the Bank since July of 2009 and was previously a director of FFN from July 2009 to February 23, 2016 and from May 25, 2017 to May 24, 2018. Mr. Cross is President of Century Construction Company, Inc., a General Contractor in Franklin, Tennessee. Mr. Cross also serves as President of Century Investment Partners, a site development firm also based in Franklin, Tennessee. Mr. Cross has more than 30 years of business experience in Tennessee, beginning his career at Century Construction Company, Inc., a firm started by his father, James W. Cross, III in 1958. Mr. Cross served on the board of directors of Franklin Financial Corporation, parent of Franklin National Bank and the Tennessee affiliate board of directors of Fifth Third Bank in Franklin, Tennessee. Mr. Cross is a member of the board of directors of Williamson Medical Center. He previously served on the board of directors of Franklin Tomorrow, Leadership Franklin, Youth Leadership Franklin, the Franklin-Williamson County Chamber of Commerce, the Williamson County Library, the Williamson County Library Foundation and Battle Ground Academy.

Director Qualifications:

Richard E. Herrington, age 70, is the President, Chief Executive Officer and Chairman of FFN, the Chairman and Chief Executive Officer of the Bank and one of the founders of FFN and the Bank. He is a veteran Williamson County, Tennessee banker with over 40 years of banking experience. In his early career, he was employed by banks in Florida and South Carolina. He moved to Middle Tennessee in 1977, and began working at First American Bank in Nashville in financial management working up to Senior Vice President. Later, he was a bank consultant with Price Waterhouse prior to establishing his own community bank data processing and consulting firm. In 1988, Mr. Herringtonco-founded Franklin Financial Corporation (Franklin National Bank) where he served as President and CEO until 2002. Late in 2002, he was recruited by the Board of Civitas BankGroup (then Cumberland Bancorp) and became the President and CEO and board member of the five-bank holding company, charged with engineering a turn-around of the troubled banking organization. In accomplishing this, he assembled a five-member executive management team that executed a successful four-year remediation plan. Mr. Herrington holds a B.A. from Newberry College in Newberry, South Carolina and certificates from the Graduate School of Economics at Florida State University and the Stonier Graduate School of Banking.

Director Qualifications:

Dr. David H. Kemp, age 59, has been a director of the Bank since its inception and was previously a director of FFN from its inception until May 25, 2017.present. Dr. Kemp has more than 30 years of healthcare experience in Franklin, Tennessee. Dr. Kemp opened Kemp Orthodontics (now Kemp & Rice Orthodontics) in Franklin in 1986 and has owned and operated the business since that time. Dr. Kemp serves as an advocate speaker for 3M Oral Care and he furthers his education by participating in and lecturing to various dental study clubs, both locally and internationally. Dr. Kemp hosts in office courses to orthodontists promoting his ultra esthetic orthodontic technique he has developed. From 1993 to April 2007, Dr. Kemp served as an Advisory Board member to First Tennessee Bank in Franklin, supporting Regional Presidents in the accomplishment of their responsibilities by assisting in contacts with community leaders. Dr. Kemp holds a Bachelor of Science from the University of Tennessee, Martin, Tennessee. Dr. Kemp is also a graduate of The University of Tennessee, Center for the Health Sciences, Memphis, Tennessee and holds both a Doctor of Dental Science and a Postdoctoral Master of Science in Orthodontics.

Director Qualifications:

Paul M. Pratt, Jr., age 55, has been a member of the board of directors of the Bank since inception and was previously a director of FFN from FFN’s inception until February 23, 2016 and from May 25, 2017 to May 24, 2018. Mr. Pratt has 30 years of financial services and business experience in Franklin, Tennessee. In 1983, Mr. Pratt began his financial services career with Full Service Insurance, an independent insurance broker in Franklin, Tennessee. He rose through the ranks to become President, the position he holds today. Mr. Pratt is a 1983 graduate of Columbia State Community College with an Associate Degree in Engineering. Mr. Pratt is a Past President of the Board of Directors of the Franklin Noon Rotary Club and a former board member of Williamson Medical Foundation,a non-profit dedicated to philanthropic community gifts to Williamson Medical Center in Franklin, Tennessee. Mr. Pratt also served on the Williamson County Advisory Board of Cumberland Bank until April 2007.

Director Qualifications:

Pamela J. Stephens, age 59,60, has been a director of FFN and the Bank since July of 2009. Ms. Stephens is a Funeral Director and part owner and President of Williamson Memorial Funeral Home & Cremation Services in Franklin, Tennessee and joined the firm in 1995, part owner and Secretary/Treasurer of Williamson Memorial Gardens in Franklin, Tennessee and joined the firm in 1995, and part owner and Vice President of Spring Hill Memorial Park, Funeral Home and Cremation Services in Spring Hill, Tennessee and started the firm along with family in 1998. From 2003 to 2007, Ms. Stephens served on the board of directors of Cumberland Bank in Franklin, Tennessee. Ms. Stephens was the recipient of the Walk of Fame Award in 2015 presented by CABLE, a women’s professional organization. Ms. Stephens is the recipient of the Paul Harris Fellow and was awarded this achievement twice. She served as charter president of the Rotary Club of Spring Hill and current member of the Franklin Downtown Rotary Club. She is a past president of the Cemetery Association of Tennessee, past president of the Tennessee Funeral Directors Association and past president of the Southern Cemetery and Funeral Association. Ms. Stephens is currently serving as a director on the Board of Directors for the Williamson Medical Center Foundation Board, and is a member of Mt. Carmel Cumberland Presbyterian Church.

Director Qualifications:

Director Qualifications:

Gregory E. Waldron, age 55,56, has been a director of FFN and the Bank since April 28, 2015. Mr. Waldron is a partner and managing member of Waldron Enterprises, LLC in Murfreesboro, Tennessee, which he joined in 1986. He received a Bachelor of Science in Engineering Science from Lipscomb University in Nashville, Tennessee in 1985. Waldron Enterprises, LLC is involved in building and selling new homes, building and managing apartments, developing residential lots, and developing commercial investment property for retail and office use. He formerly served on the board of directors of MidSouth from 2003 to 2014 and as its Vice Chairman from 2012 to 2014; on the board of directors of Middle Tennessee Christian School from 1999 to 2007 and as its Vice Chairman from 2006 to 2007; on the Community Board of Cavalry Banking from 2000 to 2003; on the board of directors of Trans Financial Bank of Tennessee from 1997 to 1999; and on the Rutherford County Home Builders Association from 1994 to 1995.

Director Qualifications:

Benjamin P. Wynd, age 40,41, has been a director of FFN and the Bank since August 25, 2015. Mr. Wynd serves as Partner of SSW CPAs, a local Franklin, Tennessee CPA firm started in 1986, since November 2014.2014, and as Partner of SSW Capital LLC, a locally-owned financial services and transaction advisory firm. Mr. Wynd currently serves on the board of directors for Outdoor Encounter, Inc., a Franklin, Tennessee basednon-profit organization. Prior to joining SSW CPAs, Mr. Wynd was heavily involved in Nashville’s healthcare industry,

Director Qualifications:

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” EACH OF THE NOMINEES FOR ELECTION TO OUR BOARD OF DIRECTORS NAMED ABOVE. Each proxy solicited on behalf of our board of directors will be voted FOR each of the nominees for election to our board of directors unless the shareholder instructs otherwise in the proxy.

PROPOSAL 2

RATIFICATION OF SELECTION OF INDEPENDENT AUDITOR

General

Our board of directors has selected Crowe Horwath LLP as the independent auditor to perform the audit of our consolidated financial statements for 2018.2019. Crowe Horwath LLP is a registered public accounting firm.

Our board of directors is asking our shareholders to ratify the selection of Crowe Horwath LLP as our independent auditor for 2018.2019. Although not required by law or our bylaws, our board of directors is submitting the selection of Crowe Horwath LLP to our shareholders for ratification as a matter of good corporate practice. Even if the selection is ratified, our board of directors, in its discretion, may select a different registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of us and our shareholders.

Representatives of Crowe Horwath LLP are expected to be present at the annual meeting. They will have an opportunity to make a statement if they desire and will be available to respond to appropriate questions from our shareholders.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF THE SELECTION OF CROWE HORWATH LLP AS OUR INDEPENDENT AUDITOR FOR 2018.2019. Each proxy solicited on behalf of our board of directors will be voted FOR the ratification of the selection of Crowe Horwath LLP as our independent auditor for 20182019 unless the shareholder instructs otherwise in the proxy. If our shareholders do not ratify the selection, the matter will be reconsidered by our board of directors.

Audit andNon-Audit Services

Our audit committee is directly responsible for the appointment, compensation, and oversight of our independent auditor. It is the policy of our audit committee topre-approve all audit andnon-audit services provided by our independent registered public accountants. Our audit committee has considered whether the provision by Crowe Horwath LLP of services of the varieties described below is compatible with maintaining the independence of Crowe Horwath LLP. Our audit committee believes the audit and tax services provided to us do not jeopardize the independence of Crowe Horwath LLP.

The table below sets forth the aggregate fees we paid to Crowe Horwath LLP for audit andnon-audit services provided to us in 20172018 and 2016.2017.

In the above table, in accordance with the SEC’s definitions and rules, “audit fees” are fees for professional services for the audit of a company’s financial statements included in the annual reporton Form10-K, for the review of a company’s financial statements included in the quarterly reportson Form10-Q, and for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements; “audit-related“audit-related fees” are fees for assurance and related services that are reasonably related to the performance of the audit or review of a company’s financial statements; “tax fees” are fees for tax compliance, tax advice, and tax planning; and “all other fees” are fees for any services not included in the first three categories.

Management is responsible for the preparation, presentation and integrity of our financial statements and for maintaining appropriate accounting and financial reporting principles and policies and internal controls and procedures to provide for compliance with accounting standards and applicable laws and regulations. The internal auditor is responsible for testing such internal controls and procedures. Our independent registered public accounting firm is responsible for planning and carrying out a proper audit of our annual financial statements, reviews of our quarterly financial statements prior to the filing of each quarterly report on

Form10-Q, and other procedures.

The audit committee reviews our financial reporting process. In this context, the audit committee:

Based on this review and the discussions referred to above, the audit committee recommended that our board of directors include the audited financial statements in our Annual Report on Form10-K for the year ended December 31, 2017,2018, for filing with the SEC. The audit committee has also recommended the reappointment, subject to shareholder ratification, of Crowe Horwath LLP as our independent registered public accountants for 2018.2019.

This report is submitted on behalf of the members of the audit committee and shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shall it be incorporated by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that we specifically incorporate this information by reference and shall not otherwise be deemed filed under these Acts.

Jimmy E. Allen

Pamela J. Stephens

Melody J. Sullivan

Gregory E. Waldron

Benjamin P. Wynd (Chair)

OTHER INFORMATION CONCERNING MANAGEMENT

Executive Officers

The following tables set forth information regarding our executive officers as of the date of this proxy statement.

The following is a brief discussion of the business and banking background and experience of our executive officers. Other than with respect to Messrs. Richard E. Herrington and Kevin Herrington, who are father and son, no directorNone of our current executive officers or directors has any family relationship, as defined in Item 401 of RegulationS-K, with any other director or with anyexecutive officer.

Christopher J. Black, age 44, is the Executive Vice President and Chief Financial Officer of our executive officers.FFN and the Bank since December 12, 2018. Mr. Black previously served as the Company’s Executive Vice President, Strategy from November 16, 2018 to December 12, 2018. Prior to joining the Company, Mr. Black was at FirstBank, a bank headquartered in Downtown Nashville, serving as Senior Vice President and Chief Financial Officer, Banking from August 2017 to November 2018 and as Director of Strategic Finance from May 2016 to August 2017. From 2014 to 2016, Mr. Black served as Chief Risk Officer, Managing Director for Kingswell Capital Management, LLC, a financial services company, and from 2010 to 2013, Mr. Black served as Sr. Research Analyst, Principal for Rinehart Capital Partners, LLC, a company providing investment advisory services. Previously, Mr. Black worked in the investment management and investment research industries in New York City, specializing in the banking sector while serving as Vice President at Merrill Lynch & Co. from 2006 to 2009 and as Associate Managing Director at ISI Group, Inc. from 2009 to 2010. Prior to working in the private sector, Mr. Black served for over nine years as an Officer and pilot in the United States Air Force.

Sally E. Bowers, age 65,66, is the Chief Mortgage Banking Officer and has been the Executive Vice President and Mortgage Division Manager of the Bank since November 2007. She has over 30 years of banking experience in Middle Tennessee, primarily in the mortgage banking area. Ms. Bowers began her banking career in 1975 in retail banking at Fidelity Federal Savings Bank which later merged with Union Planters National Bank. During her 20 years at Fidelity Federal/Union Planters, she rose to Vice President and was responsible for mortgage, commercial and consumer loan production. She spent a short stint in 1996 as Vice President/Mortgage Production Officer at First American National Bank. In 1996, Ms. Bowers joined Franklin National Bank as Vice President/Mortgage Lending Manager and later rose to Senior Vice President with full responsibility for production, secondary market, servicing and operation of the bank’s mortgage subsidiary, Franklin Financial Mortgage. After the sale of Franklin National Bank, she joined Cumberland Bank as Executive Vice President and Mortgage Division Manager in 2004 with management responsibilities of the mortgage division. Ms. Bowers has thorough knowledge of all facets of mortgage banking. Ms. Bowers is a graduate of Memphis State University and the BAI Graduate School of Retail Banking at Vanderbilt University’s Owen School of Management.

Dallas G. Caudle, Jr., age 70, is the Executive Vice President, Rutherford County President of the Bank. Mr. Caudle was the President and Chief Operating Officer of MidSouth from 2009 until our acquisition of MidSouth effective July 1, 2014. Prior to that, Mr. Caudle was the Executive Vice President, Chief Operating Officer, and Corporate Secretary of MidSouth from 2003 to 2009. Mr. Caudle received a Bachelor of Science degree in Mathematics from Middle Tennessee State University. He continued his education through the American Institution of Banking; Tennessee School of Banking at Vanderbilt University, and the National Automated Clearing House Association’s The Payment Institute at the University of Colorado. Mr. Caudle began his banking career in 1971 at Murfreesboro Bank & Trust Company (now SunTrust Bank). He started as a Management Trainee, and within two years was promoted to Branch Manager. When Murfreesboro Bank &Trust moved to its new location in 1978, Mr. Caudle became the Data Processing Manager. Other positions he held while with the bank included Bank Operations Manager; Marketing and Product Development; Corporate Services Manager; and Commercial Lending Officer.

Kevin A. HerringtonTerry R. Howell, age 43, has been Executive Vice President and61, is the Interim Chief Operating Officer of the Bank since 2015. From 2007 until 2013, he was Senior Vice PresidentMarch 2019 and Chief Information Officer of the Bank, and from

ADDITIONAL INFORMATION

Solicitation of Proxies

Our board of directors is making this solicitation of proxies on our behalf. In addition to solicitation by use of the mails, our directors, officers and employees may solicit proxies in person or by telephone, facsimile or other means of communication. We will not pay our directors, officers or other regular employees any additional compensation for their proxy solicitation efforts; however, we may reimburse them for anyout-of-pocket expenses in connection with any solicitation.

Mailing Address of Principal Executive Office

The mailing address of our principal executive office is Franklin Financial Network, Inc., 722 Columbia Avenue, Franklin, Tennessee 37064.

Shareholder Proposals for Inclusion in Proxy Statement for 20192020 Annual Meeting of Shareholders

To be considered for inclusion in our proxy statement for the 20192020 annual meeting of shareholders, a shareholder proposal must be received by us no later than the close of business on December 15, 2018.4, 2019. Shareholder proposals must be sent to Secretary, Franklin Financial Network, Inc., 722 Columbia Avenue, Franklin, Tennessee 37064. We will not be required to include in our proxy statement any shareholder proposal that does not meet all the requirements for such inclusion established by the SEC’s proxy rules and Tennessee corporate law.

Other Shareholder Proposals for Presentation at the 20192020 Annual Meeting of Shareholders

In addition to the above, our bylaws contain an advance notice provision requiring that, if a shareholder’s proposal is to be brought before and considered at the 20192020 annual meeting of shareholders, such shareholder must provide timely written notice thereof to our Secretary. In order to be timely, the notice must be delivered to or mailed and received by our Secretary at our principal executive offices not less than 90 days nor more than 120 days prior to the date of the meeting; provided, however, that if fewer than 100 days’ notice or prior public disclosure of the date of the meeting is given or made to shareholders, notice by the shareholders to be timely must be so delivered or received not later than the close of business on the 10th day following the earlier of (i) the day on which such notice of the date of such meeting was mailed or (ii) the day on which such public disclosure was made. In the event a shareholder proposal intended to be presented for action at the 20192020 annual meeting is not received timely, then the persons designated as proxies in the proxies solicited by the board of directors in connection with the 20192020 annual meeting will be permitted to use their discretionary voting authority with respect to the proposal, whether or not the proposal is discussed in the proxy statement for the 20192020 annual meeting.

IMPORTANT ANNUAL MEETING INFORMATION

IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.

A Proposals — The Board of Directors recommends a voteFOR all the nominees listed andFOR Proposal 2.

BNon-Voting Items

C Authorized Signatures – This section must be completed for your vote to be counted. – Date and Sign Below

Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian or custodian, please give full title.

IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION,

DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.

Proxy — Franklin Financial Network, Inc.

Notice of 20182019 Annual Meeting of Shareholders

Franklin Synergy Bank – Musgrove Auditorium

722 Columbia Avenue, Franklin, TN 37064

Proxy Solicited by Board of Directors for Annual Meeting – May 24, 201823, 2019 at 9:30 a.m. Central Time

Richard Herrington, Sarah Meyerrose,J. Myers Jones, III, Christopher J. Black, Mandy Garland, or any of them, each with the power of substitution, are hereby

authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would

possess if personally present, at the Annual Meeting of Shareholders of Franklin Financial Network, Inc. to be held on

May 24, 201823, 2019 at 9:30 a.m. Central Time or at any postponement or adjournment thereof.

Shares represented by this proxy will be voted by the shareholder. If no such directions are indicated, the Proxies will have authority to vote FOR all the nominees listed and FOR Proposal 2.

In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.

(Items to be voted appear on reverse side.)