FB Financial (FBK) risk factors, FY2025 10-K

FB Financial's FY2025 10-K, filed Feb 26, 2026, lists 39 risk factors in 5 groups. Against the prior year's 38: 3 new, 2 dropped, 8 substantially reworded.

Risk factors listed
395 groups
New this year
3vs 38 last year
Dropped
2since the prior 10-K
Substantially reworded
8of those kept
Section length
11k wordsItem 1A

What the changes say

  • The risk profile updates focus heavily on emerging generative AI liabilities, changing trade tariffs, and leadership transitions involving major shareholders.

What changed since the prior 10-K

New

  • NewMARKET AND INTEREST RATE RISK

    structure, financial condition, activity levels in the primary or secondary mortgage markets or in underwriting criteria could materially and adversely affect our business, financial condition, liquidity and results of operations

    Changes to Fannie Mae, Freddie Mac, or government-sponsored enterprise structures could impair our mortgage loan production, servicing, and investment values.

  • NewTECHNOLOGY AND OPERATIONAL RISKS

    The rise of artificial intelligence and generative AI presents risks to our operations, controls, and compliance

    Limited use of generative artificial intelligence and embedded third-party AI tools exposes us to operational, regulatory, cybersecurity, and fair lending risks.

  • NewTECHNOLOGY AND OPERATIONAL RISKS

    or detect an occurrence, or if any resulting loss is not insured or exceeds applicable insurance limits, it could have a material adverse effect on our business, financial condition, or results of operations

    Reliance on third-party data in credit applications and appraisals creates asset valuation and underwriting risks if fraudulent or inaccurate information goes undetected.

Dropped

  • Dropped

    additional expense in our provision for credit losses to maintain an appropriate level of allowance for credit losses on those loans

  • DroppedLEGAL, REGULATORY AND COMPLIANCE RISK

    and products. In addition, establishing systems and processes to achieve compliance with laws and regulation increases our costs and could limit our ability to pursue business opportunities

    Bank regulators reviewing the allowance for credit losses and requiring increased provisions.

Reworded

  • 90% rewrittenSTRATEGIC AND OTHER BUSINESS RISKS

    We have a shareholder who owns a significant portion of our stock and that shareholder’s interests in our business may be different than our other shareholders

    Updated to reflect that the Estate of James W. Ayers now owns approximately 14% of common stock and the shareholder agreement providing director designation rights has terminated.

  • 70% rewrittenLEGAL, REGULATORY AND COMPLIANCE RISK

    We are subject to significant government regulation and supervision

    Reordered the listed federal and state regulatory agencies, moving the Federal Reserve and TDFI ahead of the FDIC and CFPB.

  • 55% rewrittenMARKET AND INTEREST RATE RISK

    Changes in U.S. trade policies, including the imposition of tariffs and retaliatory tariffs, may adversely impact our business, financial condition, and results of operations

    Updated to reflect that the current administration has imposed specific tariffs on Canada, Mexico, and China under a February 2025 Executive Order.

  • 51% rewrittenTECHNOLOGY AND OPERATIONAL RISKS

    We are subject to certain operational risks, including, but not limited to, client or employee fraud

    Added a concluding clause highlighting risks if internal controls fail to prevent operational or fraud losses.

  • 38% rewrittenTECHNOLOGY AND OPERATIONAL RISKS

    The nature of technology-driven disruption to our industry is changing, in some cases seeking to displace traditional financial service providers rather than merely enhancing traditional services or their delivery

    Expanded to include alternative payment systems, digital wallets, and non-bank financial platforms as disintermediation threats.

  • 33% rewrittenMARKET AND INTEREST RATE RISK

    A lack of liquidity could adversely affect our operations and jeopardize our business, financial condition or results of operations

    Minor phrasing adjustments regarding deposit generation, liquidity management, and debt issuances.

  • 31% rewrittenTECHNOLOGY AND OPERATIONAL RISKS

    The financial services industry is undergoing rapid technological changes and we may not have the resources to implement new technology to stay current with these changes

    Expanded technology risks to explicitly mention developments in digital banking platforms, payment systems, data analytics, automation, and distributed-ledger technologies.

  • 25% rewrittenMARKET AND INTEREST RATE RISK

    The value of our mortgage servicing rights asset is subjective by nature and may be vulnerable to inaccuracies or other events outside our control

    Retained substantially similar language regarding the subjective valuation of mortgage servicing rights assets and interest rate vulnerability.

All 39 risk factors

Headings as the filing states them, in filing order.

Other

  1. 01The majority of our assets are loans, which if not repaid would result in losses to the Bank
  2. 02Because a significant portion of our loan portfolio is comprised of real estate loans, negative changes in the economy affecting real estate values and liquidity could impair the value of collateral securing our real estate loans and result in loan and other losses
  3. 03We are subject to lending concentration risks
  4. 04Our ability to grow our loan portfolio may be hampered

MARKET AND INTEREST RATE RISK

  1. 05Difficult or volatile market conditions in the national financial markets, the U.S. economy generally, or our markets in particular may adversely affect our lending activity or other businesses, as well as our financial condition
  2. 06Changes in interest rates could adversely affect our results of operations and financial condition
  3. 07The performance of our investment securities portfolio is subject to fluctuation due to changes in interest rates and market conditions, including credit deterioration of the issuers of individual securities
  4. 08We may be materially and adversely affected by the creditworthiness and liquidity of other financial institutions
  5. 09Changes in U.S. trade policies, including the imposition of tariffs and retaliatory tariffs, may adversely impact our business, financial condition, and results of operations55% rewritten
  6. 10Significant changes to the size, structure, powers and operations of the federal government may cause economic disruptions that could, in turn, adversely impact our business, results of operations and financial condition
  7. 11A lack of liquidity could adversely affect our operations and jeopardize our business, financial condition or results of operations33% rewritten
  8. 12Our mortgage revenue is cyclical and is sensitive to the level of interest rates, changes in economic conditions, decreased economic activity, and slowdowns in the housing market
  9. 13The value of our mortgage servicing rights asset is subjective by nature and may be vulnerable to inaccuracies or other events outside our control25% rewritten
  10. 14structure, financial condition, activity levels in the primary or secondary mortgage markets or in underwriting criteria could materially and adversely affect our business, financial condition, liquidity and results of operationsNew
  11. 15Decreased residential mortgage origination volume and pricing decisions of competitors may adversely affect our profitability
  12. 16We may incur costs, liabilities, fines and other sanctions if we fail to satisfy our mortgage loan servicing obligations

LEGAL, REGULATORY AND COMPLIANCE RISK

  1. 17We are subject to significant government regulation and supervision70% rewritten
  2. 18Applicable laws and regulations restrict both the ability of the Bank to pay dividends to us and our ability to pay dividends to our shareholders
  3. 19As the parent company of the Bank, the Federal Reserve may require us to commit capital resources to support the Bank
  4. 20Our financial condition may be affected negatively by the costs of litigation

TECHNOLOGY AND OPERATIONAL RISKS

  1. 21We rely on third-party vendors to provide services that are integral to the operation of our business
  2. 22The rise of artificial intelligence and generative AI presents risks to our operations, controls, and complianceNew
  3. 23Our risk management framework may not be effective in mitigating risks and/or losses to us
  4. 24System failure or breaches of our network security, including cyber-attacks or data security breaches, could subject us to increased operating costs as well as litigation among other liabilities
  5. 25The financial services industry is undergoing rapid technological changes and we may not have the resources to implement new technology to stay current with these changes31% rewritten
  6. 26The nature of technology-driven disruption to our industry is changing, in some cases seeking to displace traditional financial service providers rather than merely enhancing traditional services or their delivery38% rewritten
  7. 27We are subject to certain operational risks, including, but not limited to, client or employee fraud51% rewritten
  8. 28or detect an occurrence, or if any resulting loss is not insured or exceeds applicable insurance limits, it could have a material adverse effect on our business, financial condition, or results of operationsNew
  9. 29The impact of widespread health emergencies, catastrophic events, natural disasters, or severe weather events adversely affect our business, financial condition, liquidity, and results of operations

STRATEGIC AND OTHER BUSINESS RISKS

  1. 30Our strategy of pursuing acquisitions exposes us to risk
  2. 31We have a shareholder who owns a significant portion of our stock and that shareholder’s interests in our business may be different than our other shareholders90% rewritten
  3. 32We could be required to write down goodwill and other intangible assets

GENERAL RISKS

  1. 33We face strong competition from financial services companies and other companies that offer banking services
  2. 34Holders of our subordinated debentures have rights that are senior to those of our common shareholders
  3. 35New lines of business, products, product enhancements or services may subject us to additional risks
  4. 36Consumers may decide not to use banks to complete their financial transactions
  5. 37We depend on the accuracy and completeness of information about customers
  6. 38Negative publicity could impact our reputation
  7. 39Negative developments affecting the banking industry may erode client confidence in the banking system

Other FB Financial 10-Ks

  • FY2024 10-K risk factors
    38 risks

    Loan portfolios heavily concentrated in real estate and commercial lending dominate risk exposure. Mortgage banking operations and interest rate fluctuations significantly impact revenue and asset values. Regulatory compliance, technology changes, and competitive pressures across Tennessee markets shape ongoing operational risks.

    Filed Feb 25, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.