EX-10.14




 EXHIBIT 10.14 

FB FINANCIAL CORPORATION 

2016 EMPLOYEE STOCK PURCHASE PLAN 

1. Purpose. The purpose of the Plan is to provide employees of the Company and its Designated Companies with an opportunity to
purchase Common Stock through accumulated Contributions. The Company’s intends for the Plan to qualify as an “employee stock purchase plan” under Section 423 of the Code. Accordingly, the Plan will be construed so as to extend
and limit Plan participation in a uniform and nondiscriminatory basis consistent with the requirements of Section 423 of the Code. 

2. Definitions. 

(a) “Administrator” means the Board or any Committee designated by the Board to administer the Plan pursuant to
Section 14. 
 (b) “Applicable Laws” means the requirements relating to the administration of equity-based awards and
the related issuance of shares of Common Stock under U.S. state corporate laws, U.S. federal and state securities laws, the Code, and any stock exchange or quotation system on which the Common Stock is listed or quoted. 

(c) “Board” means the Board of Directors of the Company. 

(d) “Code” means the U.S. Internal Revenue Code of 1986, as amended. Reference to a specific section of the Code or U.S.
Treasury Regulation thereunder will include such section or regulation, any valid regulation or other official applicable guidance promulgated under such section, and any comparable provision of any future legislation or regulation amending,
supplementing or superseding such section or regulation. 
 (e) “Committee” means the Compensation Committee of the Board.

 (f) “Common Stock” means the common stock of the Company. 

(g) “Company” means FB Financial Corporation, a Tennessee corporation, or any successor thereto. 

(h) “Compensation” means, for any Eligible Employee, for any Offering Period, the Participant’s total cash compensation
received during the respective period, including salary and commissions where applicable, and bonuses or cash incentive awards that pay out during the Offering Period; provided, however, that Compensation does not include (i) any cash payments in
settlement of units granted under the EBI Plans, or (ii) items such as non-cash compensation, reimbursement of moving, travel, trade or business expenses, or cash payments in lieu of vacation, sick or personal days. 

(i) “Contributions” means the payroll deductions and other additional payments that the Company may permit to be made by a
Participant to fund the exercise of options granted pursuant to the Plan. 
 (j) “Designated Company” means any Subsidiary
that has been designated by the Administrator from time to time in its sole discretion as eligible to participate in the Plan. As of the Effective Date, the Company and FirstBank are Designated Companies. 

(k) “Designated Percent” means the percentage of Fair Market Value determined by the Administrator for purposes of
determining the Purchase Price. 








 (l) “EBI Plans” means the FirstBank EBI Preferred Plan, the FirstBank 2010
Equity Based Incentive Plan and the FirstBank 2012 Equity Based Incentive Plan. 
 (m) “Eligible Employee” means any
individual who is an employee providing services to the Company or a Designated Company and is customarily employed for at least twenty (20) hours per week and more than five (5) months in any calendar year by the Employer. For
purposes of the Plan, the employment relationship will be treated as continuing intact while the individual is on sick leave or other leave of absence that the Employer approves or is legally protected under Applicable Laws. Where the period of
leave exceeds three (3) months and the individual’s right to reemployment is not guaranteed either by statute or by contract, the employment relationship will be deemed to have terminated three (3) months and one (1) day
following the commencement of such leave. The Administrator, in its discretion, from time to time may, prior to an Enrollment Date for all options to be granted on such Enrollment Date in an Offering, determine (on a uniform and nondiscriminatory
basis or as otherwise permitted by Treasury Regulation Section 1.423-2) that the definition of Eligible Employee will or will not include an individual if he or she: (i) has not completed at least two (2) years of
service since his or her last hire date (or such lesser period of time as may be determined by the Administrator in its discretion), (ii) customarily works not more than twenty (20) hours per week (or such lesser period of time as may be
determined by the Administrator in its discretion), (iii) customarily works not more than five (5) months per calendar year (or such lesser period of time as may be determined by the Administrator in its discretion), or (iv) is a
highly compensated employee within the meaning of Section 414(q) of the Code, provided the exclusion is applied with respect to each Offering in an identical manner to all highly compensated individuals of the Employer whose employees are
participating in that Offering. Each exclusion shall be applied with respect to an Offering in a manner complying with U.S. Treasury Regulation Section 1.423-2(e)(2)(ii).

(n) “Employer” means the employer of the applicable Eligible Employee(s). 

(o) “Enrollment Date” means the first Trading Day of each Offering Period. 

(p) “Enrollment Window” has the meaning set forth in Section 5(a) hereof. 

(q) “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, including the rules and regulations
promulgated thereunder. 
 (r) “Exercise Date” means the last Trading Day of the Offering Period. Notwithstanding the
foregoing, the first Exercise Date under the Plan will be February 14, 2017. 
 (s) “Fair Market Value” means, as of any
date and unless the Administrator determines otherwise, the closing sales price for the Common stock as quoted on the New York Stock Exchange on the date of determination (or the closing bid, if no sales were reported), as reported in The
Wall Street Journal or such other source as the Administrator deems reliable; provided, however, that for purposes of the Enrollment Date of the first Offering Period under the Plan, the Fair Market Value will be the initial price to the
public as set forth in the final prospectus included within the Registration Statement. Notwithstanding the foregoing, if the determination date for the Fair Market Value occurs on a weekend or holiday, the Fair Market Value will be the price
as determined in accordance with the above on the immediately preceding business day, unless otherwise determined by the Administrator. 

(t) “FirstBank” means FirstBank, a Tennessee state-chartered bank and wholly-owned subsidiary of the Company. 

  
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 (u) “Holding Period” has the meaning set forth in Section 9(b) hereof. 

(v) “New Exercise Date” means a new Exercise Date if the Administrator shortens any Offering Period then in progress. 

(w) “Offering” means an offer under the Plan of an option that may be exercised during an Offering Period as further
described in Section 4. 
 (x) “Offering Periods” means the approximately six-month periods beginning on the first
Trading Day on or after February 15 and August 15 of each year; provided, however, that the first Offering Period under the Plan will commence with the first Trading Day on or after the date on which the U.S. Securities and Exchange
Commission declares the Company’s Registration Statement effective and will end on December 30, 2016, and provided, further, that, unless otherwise determined by the Administrator, the second Offering Period under the Plan will commence on the
first Trading Day on or after February 15, 2017. The duration and timing of Offering Periods may be changed pursuant to Sections 4 and 20.

(y) “Parent” means a “parent corporation,” whether now or hereafter existing, as defined in
Section 424(e) of the Code. 
 (z) “Participant” means an Eligible Employee that participates in the Plan. 

(aa) “Plan” means this FB Financial Corporation Employee Stock Purchase Plan. 

(bb) “Per Offering Period Share Limit” shall have the meaning set forth in Section 8(a) hereof. 

(cc) “Purchase Price” means the Designated Percent of the Fair Market Value of a share of Common Stock on the Enrollment
Date or on the Exercise Date, whichever is lower. Unless otherwise determined by the Administrator, the Designated Percent for purposes of the foregoing sentence is eighty-five percent (85%). The Administrator may change the Designated
Percent for any Offering Period but in no event shall the Designated Percent be less than eighty-five percent (85%). 
 (dd)
“Registration Date” means the effective date of the first registration statement that is filed by the Company and declared effective pursuant to Section 12(g) of the Exchange Act, with respect to any class of the
Company’s securities. 
 (ee) “Registration Statement” means the registration statement on Form S-1 filed with the
Securities and Exchange Commission for the initial public offering of the Common Stock. 
 (ff) “Securities Act” means the
Securities Act of 1933, as amended from time to time. 
 (gg) “Subsidiary” means a “subsidiary corporation,”
whether now or hereafter existing, as defined in Section 424(f) of the Code. 
 (hh) “Trading Day” means a day on
which the New York Stock Exchange is open for trading. 
 (ii) “U.S. Treasury Regulations” means the Treasury regulations
of the Code. Reference to a specific Treasury Regulation or Section of the Code shall include such Treasury Regulation or Section, any valid regulation promulgated under such Section, and any comparable provision of any future legislation or
regulation amending, supplementing or superseding such Section or regulation. 

  
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 (jj) “Underwriter” means a broker, underwriter or financial institution that
acquires such shares as part of a firm commitment or similar underwriting or distribution process pursuant to which the subject shares of stock are being held for further distribution. 

3. Eligibility. 

(a) First Offering Period. Any individual who is an Eligible Employee immediately prior to the first Offering Period will be
automatically enrolled in the first Offering Period before the date upon which the Company’s Registration Statement is declared effective by the U.S. Securities and Exchange Commission at the maximum level of contribution as provided in Section
6(a) hereof. 
 (b) Subsequent Offering Periods. Any Eligible Employee on a given Enrollment Date subsequent to the first Offering
Period will be eligible to participate in the Plan, subject to the requirements of Section 5. 
 (c) Limitations. Any provisions
of the Plan to the contrary notwithstanding, no Eligible Employee will be granted an option under the Plan (i) to the extent that, immediately after the grant, such Eligible Employee (or any other person whose stock would be attributed to such
Eligible Employee pursuant to Section 424(d) of the Code) would own capital stock of the Company or any Parent or Subsidiary of the Company and/or hold outstanding options to purchase such stock possessing five percent (5%) or
more of the total combined voting power or value of all classes of the capital stock of the Company or of any Parent or Subsidiary of the Company, or (ii) to the extent that his or her rights to purchase stock under all employee stock purchase
plans (as defined in Section 423 of the Code) of the Company or any Parent or Subsidiary of the Company accrues at a rate, which exceeds twenty-five thousand dollars ($25,000) worth of stock (determined at the Fair Market Value of the
stock at the time such option is granted) for each calendar year in which such option is outstanding at any time, as determined in accordance with Section 423 of the Code and the regulations thereunder. 

4. Offering Periods. The Plan will be implemented by consecutive Offering Periods with a new Offering Period commencing on the
first Trading Day on or after February 15 and August 15 of each year, or on such other date as the Administrator will determine; provided, however, that the first Offering Period under the Plan will commence with the first Trading Day on
or after the date upon which the Company’s Registration Statement is declared effective by the U.S. Securities and Exchange Commission and end on December 30, 2016, and provided, further, that, unless otherwise determined by the Administrator,
the second Offering Period under the Plan will commence on the first Trading Day on or after February 15, 2017. The Administrator will have the power to change the duration of Offering Periods (including the commencement dates thereof) with
respect to future Offering Periods without stockholder approval. Any such change shall be announced prior to the scheduled beginning of the first Offering Period to be affected thereafter. Notwithstanding anything in the Plan to the contrary,
no Offering Period may last more than twenty-seven (27) months. 
 5. Participation. 

(a) First Offering Period. An Eligible Employee will be entitled to continue to participate in the first Offering Period pursuant to
Section 3(a) only if such individual submits a subscription agreement authorizing Contributions in a form determined by the Administrator (which may be similar to the form attached hereto as Exhibit A) to the
Company’s designated plan administrator (i) no earlier than the effective date of the Form S-8 registration statement with respect to the issuance of Common Stock under this Plan and (ii) no later than the deadline determined by the
Administrator, which deadline shall follow the effective date of such S-8 registration statement (the “Enrollment Window”). An Eligible Employee’s failure to submit the subscription agreement during the Enrollment Window
will result in the automatic termination of such individual’s participation in the first Offering Period. Payroll deductions shall not commence before completion of the Enrollment Window. 

  
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 (b) Subsequent Offering Periods. An Eligible Employee may participate in the Plan pursuant
to Section 3(b) by (i) submitting to the Company’s stock administration office (or its designee), on or before a date determined by the Administrator prior to an applicable Enrollment Date, a properly completed subscription
agreement authorizing Contributions in the form provided by the Administrator for such purpose, or (ii) following an electronic or other enrollment procedure determined by the Administrator. 

6. Contributions. 

(a) At the time a Participant enrolls in the Plan pursuant to Section 5, he or she will elect to have Contributions (in the form of
payroll deductions or otherwise, to the extent permitted by the Administrator) made on each pay day during the Offering Period in an amount not exceeding twenty percent (20%) of the Compensation, which he or she receives on each pay day
during the Offering Period (for illustrative purposes, should a pay day occur on an Exercise Date, a Participant will have any payroll deductions made on such day applied to his or her account under the then-current Offering Period). A
Participant’s subscription agreement will remain in effect for successive Offering Periods unless terminated as provided in Section 10 hereof. 

(b) In the event Contributions are made in the form of payroll deductions, such payroll deductions for a Participant will commence on the
first pay day following the Enrollment Date and will end on the last pay day prior to the Exercise Date of such Offering Period to which such authorization is applicable, unless sooner terminated by the Participant as provided in Section 10
hereof; provided, however, that for the first Offering Period, payroll deductions will commence on the first pay day on or following the end of the Enrollment Window. 

(c) All Contributions made for a Participant will be credited to his or her account under the Plan and Contributions will be made in whole
percentages only. 
 (d) A Participant may discontinue his or her participation in the Plan as provided in Section 10. A Participant
may decrease (but not increase) the rate of his or her Contributions during an Offering Period by delivery of a subscription agreement to the Administrator or its designee. The change will become effective as soon as administratively practicable
after receipt. 
 (e) Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code and
Section 3(b), a Participant’s Contributions may be decreased to zero percent (0%) at any time during an Offering Period. Subject to Section 423(b)(8) of the Code and Section 3(c) hereof, Contributions will
recommence at the rate originally elected by the Participant effective as of the beginning of the first Offering Period scheduled to end in the following calendar year, unless terminated by the Participant as provided in Section 10. 

(f) Notwithstanding any provisions to the contrary in the Plan, the Administrator may allow Eligible Employees to participate in the Plan via
cash contributions instead of payroll deductions if the Administrator determines that cash contributions are permissible under Section 423 of the Code. 

(g) At the time the option is exercised, in whole or in part, or at the time some or all of the Common Stock issued under the Plan is disposed
of (or any other time that a taxable event related to the Plan occurs), the Participant must make adequate provision for the Company’s or Employer’s federal, state, local or any other tax liability, if any, which arise upon the exercise of
the option or the disposition 

  
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of the Common Stock (or any other time that a taxable event related to the Plan occurs). At any time, the Company or the Employer may, but will not be obligated to, withhold from the
Participant’s compensation the amount necessary for the Company or the Employer to meet applicable withholding obligations, including any withholding required to make available to the Company or the Employer any tax deductions or benefits
attributable to sale or early disposition of Common Stock by the Eligible Employee. In addition, the Company or the Employer may, but will not be obligated to, withhold from the proceeds of the sale of Common Stock or any other method of withholding
the Company or the Employer deems appropriate to the extent permitted by U.S. Treasury Regulation Section 1.423-2(f). 

7. Grant of Option. On the Enrollment Date of each Offering Period, each Eligible Employee participating in such Offering Period
will be granted an option to purchase on each Exercise Date during such Offering Period (at the applicable Purchase Price) up to a number of shares of Common Stock determined by dividing such Eligible Employee’s Contributions accumulated
prior to such Exercise Date and retained in the Eligible Employee’s account as of the Exercise Date by the applicable Purchase Price; provided that in no event will an Eligible Employee be permitted to purchase during each Offering Period more
than 725 shares of Common Stock (subject to any adjustment pursuant to Section 19) and provided further that such purchase will be subject to the limitations set forth in Sections 3(c) and 13. The Eligible Employee may accept the
grant of such option (i) with respect to the first Offering Period by submitting a properly completed subscription agreement in accordance with the requirements of Section 5 on or before the last day of the Enrollment Window, and
(ii) with respect to any subsequent Offering Period under the Plan, by electing to participate in the Plan in accordance with the requirements of Section 5. The Administrator may, for future Offering Periods, increase or decrease, in its
absolute discretion, the maximum number of shares of Common Stock that an Eligible Employee may purchase during each Offering Period. Exercise of the option will occur as provided in Section 8, unless the Participant has withdrawn pursuant to
Section 10. The option will expire on the last day of the Offering Period. 
 8. Exercise of Option. 

(a) Unless a Participant withdraws from the Plan as provided in Section 10, his or her option for the purchase of shares of Common Stock
will be exercised automatically on the Exercise Date, and the maximum number of full shares subject to the option will be purchased for such Participant at the applicable Purchase Price with the accumulated Contributions from his or her account;
provided that in no event will more than 200,000 shares of Common Stock in the aggregate be issuable each Offering Period (subject to any adjustment pursuant to Section 19) (the “Per Offering Period Share Limit”). The Administrator
may, for future Offering Periods, increase or decrease, in its absolute discretion, Per Offering Period Share Limit. No fractional shares of Common Stock will be purchased; any Contributions accumulated in a Participant’s account, which are not
sufficient to purchase a full share will be retained in the Participant’s account for the subsequent Offering Period, subject to earlier withdrawal by the Participant as provided in Section 10. Any other funds left over in a
Participant’s account after the Exercise Date will be returned to the Participant. During a Participant’s lifetime, a Participant’s option to purchase shares hereunder is exercisable only by him or her. 

(b) If the Administrator determines that, on a given Exercise Date, the number of shares of Common Stock with respect to which options are to
be exercised may exceed (i) the number of shares of Common Stock that were available for sale under the Plan on the Enrollment Date of the applicable Offering Period, (ii) the number of shares of Common Stock available for sale under the
Plan on such Exercise Date, or (iii) the Per Offering Period Share Limit, then the Administrator may in its sole discretion (x) provide that the Company will make a pro rata allocation of the shares of Common Stock available for purchase on
such Enrollment Date or Exercise Date, as applicable, in as uniform a manner as will be practicable and as it will determine in its sole discretion to be equitable among all Participants exercising options to purchase Common Stock on such Exercise
Date, and continue all Offering Periods 

  
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then in effect or (y) provide that the Company will make a pro rata allocation of the shares available for purchase on such Enrollment Date or Exercise Date, as applicable, in as uniform a
manner as will be practicable and as it will determine in its sole discretion to be equitable among all participants exercising options to purchase Common Stock on such Exercise Date, and terminate any or all Offering Periods then in effect pursuant
to Section 20. The Company may make a pro rata allocation of the shares available on the Enrollment Date of any applicable Offering Period pursuant to the preceding sentence, notwithstanding any authorization of additional shares for issuance
under the Plan by the Company’s stockholders subsequent to such Enrollment Date. 
 9. Delivery; Holding Period. 

(a) As soon as reasonably practicable after each Exercise Date on which a purchase of shares of Common Stock occurs, the Company will arrange
the delivery to each Participant of the shares purchased upon exercise of his or her option in a form determined by the Administrator (in its sole discretion) and pursuant to rules established by the Administrator. The Company may permit or
require that shares be deposited directly with a broker designated by the Company or to a designated agent of the Company, and the Company may utilize electronic or automated methods of share transfer. The Company may require that shares be retained
with such broker or agent for a designated period of time and/or may establish other procedures to permit tracking of disqualifying dispositions of such shares. No Participant will have any voting, dividend, or other stockholder rights with respect
to shares of Common Stock subject to any option granted under the Plan until such shares have been purchased and delivered to the Participant as provided in this Section 9. 

(b) Unless otherwise determined by the Administrator, Participants are required to hold shares of Common Stock acquired under the Plan for a
holding period that is the later of (i) the two-year period after the Enrollment Date or (ii) the one-year period after the Exercise Date (the “Holding Period”). During the Holding Period, a Participant may not sell or transfer shares
of Common Stock acquired under the Plan. 
 10. Withdrawal. 

(a) A Participant may withdraw all but not less than all the Contributions credited to his or her account and not yet used to exercise his or
her option under the Plan at any time by (i) submitting to the Company’s stock administration office (or its designee) a written notice of withdrawal in the form determined by the Administrator for such purpose (which may be similar
to the form attached hereto as Exhibit B), or (ii) following an electronic or other withdrawal procedure determined by the Administrator. All of the Participant’s Contributions credited to his or her account will be paid to
such Participant promptly after receipt of notice of withdrawal and such Participant’s option for the Offering Period will be automatically terminated, and no further Contributions for the purchase of shares will be made for such Offering
Period. If a Participant withdraws from an Offering Period, Contributions will not resume at the beginning of the succeeding Offering Period, unless the Participant re-enrolls in the Plan in accordance with the provisions of Section 5. 

(b) A Participant’s withdrawal from an Offering Period will not have any effect upon his or her eligibility to participate in any similar
plan that may hereafter be adopted by the Company or in succeeding Offering Periods that commence after the termination of the Offering Period from which the Participant withdraws. 

11. Termination of Employment. Upon a Participant’s ceasing to be an Eligible Employee, for any reason, he or she will be
deemed to have elected to withdraw from the Plan and the Contributions credited to such Participant’s account during the Offering Period but not yet used to purchase shares of 

  
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Common Stock under the Plan will be returned to such Participant or, in the case of his or her death, to the person or persons entitled thereto under Section 15, and such Participant’s
option will be automatically terminated. Unless determined otherwise by the Administrator in a manner that is permitted by, and compliant with, Section 423 of the Code, a Participant whose employment transfers between entities through a
termination with an immediate rehire (with no break in service) by the Company or a Designated Company shall not be treated as terminated under the Plan. 

12. Interest. No interest will accrue on the Contributions of a participant in the Plan. 

13. Stock. 
 (a)
Subject to adjustment upon changes in capitalization of the Company as provided in Section 19 hereof, the maximum number of shares of Common Stock that will be made available for sale under the Plan will be 2,500,000 shares of Common Stock.

 (b) Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent
of the Company), a Participant will only have the rights of an unsecured creditor with respect to such shares, and no right to vote or receive dividends or any other rights as a stockholder will exist with respect to such shares. 

(c) Shares of Common Stock to be delivered to a Participant under the Plan will be registered in the name of the Participant or in the name of
the Participant and his or her spouse. 
 14. Administration. Unless otherwise designated by the Board, the Committee shall
serve as the Administrator. The Administrator will have full and exclusive discretionary authority to construe, interpret and apply the terms of the Plan, to designate separate Offerings under the Plan, to designate Subsidiaries as
participating in the Plan, to determine eligibility, to adjudicate all disputed claims filed under the Plan and to establish such procedures that it deems necessary for the administration of the Plan. Without limiting the generality of the
foregoing, the Administrator is specifically authorized to adopt rules and procedures regarding eligibility to participate, the definition of Compensation, handling of Contributions, making of Contributions to the Plan (including, without
limitation, in forms other than payroll deductions), establishment of bank or trust accounts to hold Contributions, payment of interest, obligations to pay payroll tax, determination of beneficiary designation requirements, withholding procedures
and handling of stock certificates that vary with applicable local requirements. Every finding, decision and determination made by the Administrator will, to the full extent permitted by law, be final and binding upon all parties. 

15. Designation of Beneficiary. 

(a) If permitted by the Administrator, a Participant may file a designation of a beneficiary who is to receive any shares of Common Stock and
cash, if any, from the Participant’s account under the Plan in the event of such Participant’s death subsequent to an Exercise Date on which the option is exercised but prior to delivery to such Participant of such shares and cash. In
addition, if permitted by the Administrator, a Participant may file a designation of a beneficiary who is to receive any cash from the Participant’s account under the Plan in the event of such Participant’s death prior to exercise of the
option. If a Participant is married and the designated beneficiary is not the spouse, spousal consent will be required for such designation to be effective. 

(b) Such designation of beneficiary may be changed by the Participant at any time by notice in a form determined by the Administrator. In the
event of the death of a Participant and in the absence of a beneficiary validly designated under the Plan who is living at the time of such Participant’s death, the 

  
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Company will deliver such shares and/or cash to the executor or administrator of the estate of the Participant, or if no such executor or administrator has been appointed (to the knowledge of the
Company), the Company, in its discretion, may deliver such shares and/or cash to the spouse or to any one or more dependents or relatives of the Participant, or if no spouse, dependent or relative is known to the Company, then to such other person
as the Company may designate. 
 (c) All beneficiary designations will be in such form and manner as the Administrator may designate from
time to time. 
 16. Transferability. Neither Contributions credited to a Participant’s account nor any rights with regard
to the exercise of an option or to receive shares of Common Stock under the Plan may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of descent and distribution or as provided in Section 15
hereof) by the Participant. Any such attempt at assignment, transfer, pledge or other disposition will be without effect, except that the Company may treat such act as an election to withdraw funds from an Offering Period in accordance with
Section 10 hereof. 
 17. Use of Funds. The Company may use all Contributions received or held by it under the Plan for any
corporate purpose, and the Company will not be obligated to segregate such Contributions. Until shares of Common Stock are issued, Participants will only have the rights of an unsecured creditor with respect to such shares. 

18. Reports. Individual accounts will be maintained for each Participant in the Plan. Statements of account will be given to
participating Eligible Employees at least annually, which statements will set forth the amounts of Contributions, the Purchase Price, the number of shares of Common Stock purchased and the remaining cash balance, if any. 

19. Adjustments; Dissolution, Liquidation; Corporate Transactions. 

(a) Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Common Stock, other securities, or
other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Common Stock or other securities of the Company, or other change in the corporate
structure of the Company affecting the Common Stock occurs, the Administrator, in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, will, in such manner as it may deem
equitable, adjust the number and class of Common Stock that may be delivered under the Plan, the Purchase Price per share and the number of shares of Common Stock covered by each option under the Plan that has not yet been exercised, and the
numerical limits of Sections 7, 8(a) and 13. 
 (b) Dissolution or Liquidation. In the event of the proposed dissolution or
liquidation of the Company, any Offering Period then in progress will be shortened by setting a New Exercise Date, and will terminate immediately prior to the consummation of such proposed dissolution or liquidation, unless provided otherwise by the
Administrator. The New Exercise Date will be before the date of the Company’s proposed dissolution or liquidation. The Administrator will notify each Participant in writing or electronically, prior to the New Exercise Date, that the Exercise
Date for the Participant’s option has been changed to the New Exercise Date and that the Participant’s option will be exercised automatically on the New Exercise Date, unless prior to such date the Participant has withdrawn from the
Offering Period as provided in Section 10 hereof. 
 (c) Certain Corporate Transactions. In the event of a reorganization,
merger, or consolidation of the Company with one or more corporations in which the Company is not the surviving corporation (or 

  
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survives as a direct or indirect subsidiary of such other constituent corporation or its parent), or upon a sale of substantially all of the property or stock of the Company to another
corporation, each outstanding option will be assumed or an equivalent option substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the successor corporation refuses to assume or substitute
for the option, the Offering Period with respect to which such option relates will be shortened by setting a New Exercise Date on which such Offering Period shall end. The New Exercise Date will occur before the date of the Company’s proposed
merger or Change in Control. The Administrator will notify each Participant in writing or electronically prior to the New Exercise Date, that the Exercise Date for the Participant’s option has been changed to the New Exercise Date and that the
Participant’s option will be exercised automatically on the New Exercise Date, unless prior to such date the Participant has withdrawn from the Offering Period as provided in Section 10 hereof. 

20. Amendment or Termination. 

(a) The Administrator, in its sole discretion, may amend, suspend, or terminate the Plan, or any part thereof, at any time and for any reason.
If the Plan is terminated, the Administrator, in its discretion, may elect to terminate the outstanding Offering Period either immediately or upon completion of the purchase of shares of Common Stock on the next Exercise Date (which may be sooner
than originally scheduled, if determined by the Administrator in its discretion), or may elect to permit the Offering Period to expire in accordance with its terms (and subject to any adjustment pursuant to Section 19). If the Offering Period
is terminated prior to expiration, all amounts then credited to Participants’ accounts that have not been used to purchase shares of Common Stock will be returned to the Participants (without interest thereon, except as otherwise
required under Applicable Laws, as further set forth in Section 12 hereof) as soon as administratively practicable. 
 (b) Without
Participant consent and without limiting Section 20(a), the Administrator will be entitled to change the Offering Periods, designate separate Offerings, limit the frequency and/or number of changes in the amount withheld during an Offering
Period, permit Contributions in excess of the amount designated by a Participant in order to adjust for delays or mistakes in the Company’s processing of properly completed Contribution elections, establish reasonable waiting and adjustment
periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Common Stock for each Participant properly correspond with Contribution amounts, and establish such other limitations or procedures as the
Administrator determines in its sole discretion advisable that are consistent with the Plan. 
 (c) Without limiting the foregoing, in the
event the Administrator determines that the ongoing operation of the Plan may result in unfavorable financial accounting consequences, the Administrator may, in its discretion and, to the extent necessary or desirable, modify, amend or terminate the
Plan to reduce or eliminate such accounting consequence including, but not limited to: 
 (i) amending the Plan to conform
with the safe harbor definition under the Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor thereto), including with respect to an Offering Period underway at the time; 

(ii) altering the Purchase Price for any Offering Period including an Offering Period underway at the time of the change in
Purchase Price; 
 (iii) shortening any Offering Period by setting a New Exercise Date, including an Offering Period underway
at the time of the Administrator action; 

  
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 (iv) reducing the maximum percentage of Compensation a Participant may elect to
set aside as Contributions; and 
 (v) reducing the maximum number of Shares a Participant may purchase during any Offering
Period. 
 Such modifications or amendments will not require stockholder approval or the consent of any Plan Participants. 

21. Notices. All notices or other communications by a Participant to the Company under or in connection with the Plan will be
deemed to have been duly given when received in the form and manner specified by the Company at the location, or by the person, designated by the Company for the receipt thereof. 

22. Conditions Upon Issuance of Shares. Shares of Common Stock will not be issued with respect to an option unless the exercise of
such option and the issuance and delivery of such shares pursuant thereto will comply with all applicable provisions of law, domestic or foreign, including, without limitation, the Securities Act, the Exchange Act, the rules and regulations
promulgated thereunder, and the requirements of any stock exchange upon which the shares may then be listed, and will be further subject to the approval of counsel for the Company with respect to such compliance. 

As a condition to the exercise of an option, the Company may require the person exercising such option to represent and warrant at the time of
any such exercise that the shares are being purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required by any of the
aforementioned applicable provisions of law. 
 23. Code Section 409A. The Plan is exempt from the
application of Code Section 409A and any ambiguities herein will be interpreted to so be exempt from Code Section 409A. In furtherance of the foregoing and notwithstanding any provision in the Plan to the contrary, if the Administrator
determines that an option granted under the Plan may be subject to Code Section 409A or that any provision in the Plan would cause an option under the Plan to be subject to Code Section 409A, the Administrator may amend the terms of the
Plan and/or of an outstanding option granted under the Plan, or take such other action the Administrator determines is necessary or appropriate, in each case, without the Participant’s consent, to exempt any outstanding option or future option
that may be granted under the Plan from or to allow any such options to comply with Code Section 409A, but only to the extent any such amendments or action by the Administrator would not violate Code Section 409A. Notwithstanding the
foregoing, the Company shall have no liability to a Participant or any other party if the option to purchase Common Stock under the Plan that is intended to be exempt from or compliant with Code Section 409A is not so exempt or compliant or for
any action taken by the Administrator with respect thereto. The Company makes no representation that the option to purchase Common Stock under the Plan is compliant with Code Section 409A. 

24. Term of Plan. The Plan will become effective upon the earlier to occur of its adoption by the Board or its approval by the
stockholders of the Company. It will continue in effect for a term of ten (10) years, unless sooner terminated under Section 20. 

25. Stockholder Approval. The Plan will be subject to approval by the stockholders of the Company within twelve (12) months
after the date the Plan is adopted by the Board. Such stockholder approval will be obtained in the manner and to the degree required under Applicable Laws. 

  
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 26. Governing Law. The Plan shall be governed by, and construed in accordance with,
the laws of the State of Tennessee (except its choice-of-law provisions). 
 27. No Right to Employment. Participation in the
Plan by a Participant shall not be construed as giving a Participant the right to be retained as an employee of the Company or a Subsidiary. Furthermore, the Company or a Subsidiary may dismiss a Participant from employment at any time, free from
any liability or any claim under the Plan. 
 28. Severability. If any provision of the Plan is or becomes or is deemed to be
invalid, illegal, or unenforceable for any reason in any jurisdiction or as to any Participant, such invalidity, illegality or unenforceability shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as to such
jurisdiction or Participant as if the invalid, illegal or unenforceable provision had not been included. 
 29. Compliance with
Applicable Laws. The terms of this Plan are intended to comply with all Applicable Laws and will be construed accordingly. 

************** 
 The foregoing is hereby
acknowledged as being the FB Financial Corporation 2016 Employee Stock Purchase Plan as adopted and approved by the Board and the sole stockholder on September 1, 2016. 

 

			
	FB FINANCIAL CORPORATION
	
	 /s/ Christopher T. Holmes

	By:	 	Christopher T. Holmes
	Its:	 	President and Chief Executive Officer



  
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 EXHIBIT A 

FB FINANCIAL CORPORATION 

2016 EMPLOYEE STOCK PURCHASE PLAN 

SUBSCRIPTION AGREEMENT 
  

			
	             Original Application	  	Offering Date:                     
	             Reduction in Payroll Deduction Rate	  	

 Capitalized terms used but not otherwise defined herein shall have the meaning given to 

such terms in the FB Financial Corporation 2016 Employee Stock Purchase Plan. 

1.
I,                             , hereby elect to participate in the FB Financial Corporation 2016
Employee Stock Purchase Plan (the “Plan”) and subscribe to purchase shares of Common Stock in accordance with this 2016 Employee Stock Purchase Plan Subscription Agreement (the “Subscription Agreement”) and the Plan. 

2. I hereby authorize payroll deductions from each paycheck in the amount of     % of my Compensation on each payday (from
0 to 20%) during the Offering Period in accordance with the Plan. (Please note that no fractional percentages are permitted.) 
 3. I
understand that said payroll deductions will be accumulated for the purchase of shares of Common Stock at the applicable Purchase Price determined in accordance with the Plan. I understand that if I do not withdraw from an Offering Period, any
accumulated payroll deductions will be used to automatically exercise my option and purchase Common Stock under the Plan. 
 4. I have
received a copy of the complete Plan and its accompanying prospectus. I understand that my participation in the Plan is in all respects subject to the terms of the Plan. The Company reserves the right to modify the Plan and to impose other
requirements on my participation in the Plan, on the option and on any shares of Common Stock purchased under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons. I agree to be bound by
such modifications regardless of whether notice is given to me of such event, subject, in any case, to my right to withdrawal from participation in the Plan. I further agree to sign any additional agreements or undertakings that may be necessary to
accomplish the foregoing. 
 5. I hereby agree to be bound by the terms of the Plan and this Subscription Agreement. The effectiveness of
this Subscription Agreement is dependent upon my eligibility to participate in the Plan. 
  

			
	 Employee’s Tax ID Number:
	 	  


 I ACKNOWLEDGE AND UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT INCLUDING ITS APPENDICES AND MY PARTICIPATION IN
THE PLAN WILL REMAIN IN EFFECT THROUGHOUT SUCCESSIVE OFFERING PERIODS UNLESS AFFIRMATIVELY TERMINATED BY ME. 

Dated:                         
                                         
           
 Signature of
Employee:                                       
          

  
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