SecProbe.io

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 FB Financial Corporation

 1221 Broadway, Suite 1300

 Nashville, Tennessee 37203

 May 19, 2025

 VIA EDGAR AND E-MAIL

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, D.C. 20549

 Attention: Robert Arzonetti

 Re:
 FB
 Financial Corporation (the "Company")

 Registration
 Statement on Form S-4

 Filed
 May 8, 2025 (amended on May 19, 2025)

 File
 No. 333-287103

 Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended (the "Securities Act"), the Company hereby requests that the Securities and Exchange
Commission (the "Commission") accelerate the effective date of the Registration Statement and declare the Registration Statement
effective under the Securities Act at 5:00 p.m., Eastern Time, on May 21, 2025, or as soon thereafter as practicable. Please contact
William W. Hooper at (404) 881-4697 of Alston & Bird LLP with any questions you may have concerning this request and to confirm
when this request for acceleration has been granted.

 [Remainder of the page intentionally left
blank]

 Very truly yours,

 FB Financial Corporation

 By:
 /s/ Christopher T. Holmes

 Name: Christopher T. Holmes

 Title: President and Chief Executive Officer

 [ Signature Page to Acceleration Request ]

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 15, 2025

Christopher T. Holmes
Chief Executive Officer
FB Financial Corporation
1221 Broadway, Suite 1300
Nashville, TN 37203

 Re: FB Financial Corporation
 Registration Statement on Form S-4
 Filed May 8, 2025
 File No. 333-287103
Dear Christopher T. Holmes:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Robert Arzonetti at 202-551-8819 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Mark Kanaly
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
February 7, 2024
Michael M. Mettee
Chief Financial Officer
FB Financial Corporation
1221 Broadway, Suite 1300
Nashville, TN 37203
Re:FB Financial Corporation
Form 10-K for Fiscal Year Ended December 31, 2022
File No. 001-37875
Dear Michael M. Mettee:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Finance

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Document

February 5, 2024

Securities and Exchange Commission

Division of Corporate Finance

Office of Finance

Attention: Katharine Garrett

     John Spitz

Re:      FB Financial Corporation (the “Company”)

Form 8-K filed October 16, 2023

Response dated January 2, 2024

File No. 001-37875

Dear Ms. Garrett and Mr. Spitz:

This letter is provided in response to the comment letter of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) dated January 8, 2024. For ease of reference, the Staff’s comment has been reproduced below in italics followed by the Company’s response.

Form 8-K Filed October 16, 2023

Exhibit 99.2

Non-GAAP Reconciliations, page 17

1.We note your response to prior comment 2. Your presentations of adjusted tangible common equity and adjusted tangible book value per share, both of which exclude the impact of accumulated other comprehensive loss, net, represent individually tailored accounting measures given that the adjustment to exclude accumulated other comprehensive loss, net has the effect of changing the recognition and measurement principles required to be applied in accordance with GAAP. Therefore, please remove the presentation of these non-GAAP measures from your future filings. Refer to Question 100.04 of the Division of Corporation Finance’s Compliance & Disclosure Interpretations on Non-GAAP Financial Measures and Rule 100(b) of Regulation G.

Response:

The Company acknowledges the Staff’s comment and will remove the presentation of the non-GAAP measures referenced in the Staff’s comment in future filings.

We appreciate your comment. If you have any questions or wish to discuss this matter further, please do not hesitate to contact me at (615) 435-0952.

                                                                                          Sincerely,

/s/ Michael M. Mettee

Michael M. Mettee
Chief Financial Officer
FB Financial Corporation

United States securities and exchange commission logo
January 8, 2024
Michael M. Mettee
Chief Financial Officer
FB Financial Corporation
1221 Broadway, Suite 1300
Nashville, TN 37203
Re:FB Financial Corporation
Form 8-K Filed October 16, 2023
Response dated January 2, 2024
File No. 001-37875
Dear Michael M. Mettee:
            We have reviewed your January 2, 2024 response to our comment letter and have the
following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our December 15,
2023 letter.
Form 8-K Filed October 16, 2023
Exhibit 99.2
Non-GAAP Reconciliations, page 17
1.We note your response to prior comment 2. Your presentations of adjusted tangible
common equity and adjusted tangible book value per share, both of which exclude the
impact of accumulated other comprehensive loss, net, represent individually tailored
accounting measures given that the adjustment to exclude accumulated other
comprehensive loss, net has the effect of changing the recognition and measurement
principles required to be applied in accordance with GAAP. Therefore, please remove the
presentation of these non-GAAP measures from your future filings. Refer to Question
100.04 of the Division of Corporation Finance’s Compliance & Disclosure Interpretations
on Non-GAAP Financial Measures and Rule 100(b) of Regulation G.

 FirstName LastNameMichael M. Mettee
 Comapany NameFB Financial Corporation
 January 8, 2024 Page 2
 FirstName LastName
Michael M. Mettee
FB Financial Corporation
January 8, 2024
Page 2
            Please contact Katharine Garrett at 202-551-2332 or John Spitz at 202-551-3484 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Finance

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Document

January 2, 2024

Securities and Exchange Commission

Division of Corporate Finance

Office of Finance

Attention: Katharine Garrett

     John Spitz

Re:      FB Financial Corporation (the “Company”)

Form 8-K filed October 16, 2023

File No. 001-37875

Dear Ms. Garrett and Mr. Spitz:

This letter is provided in response to the comment letter of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission dated December 15, 2023.  For ease of reference, each of the Staff’s comments has been reproduced below in italics followed by the Company’s responses.

Form 8-K Filed October 16, 2023

Exhibit 99.2

Non-GAAP Reconciliations, page 17

1.We note your adjustment for “loss from securities, net” included in your non-GAAP financial measure of adjusted pre-tax net income for the three and nine months ended September 30, 2023. We also note that you include a similar adjustment for all periods presented in your measure of core efficiency ratio on page 19. Please tell us how you determined that the measure of adjusted pre-tax net income is not misleading given the adjustment for the “loss from securities, net” appears to be inconsistently presented between periods, considering the guidance in Rule 100(b) of Regulation G and Question 100.02 of the Division of Corporation Finance's Compliance & Disclosure Interpretations ("C&DI") on Non-GAAP Financial Measures, and revise future filings as applicable.

Response:

The Company acknowledges the Staff’s comment. It was the intention of the Company to distinguish the normal operating gains and losses from investment securities transactions, which historically represent a nominal impact to the Company on a quarterly basis, from the impact of the investment security sales that occurred during the third quarter of 2023. We acknowledge that this presentation is inconsistent, as noted by the Staff, and the Company will revise future disclosures to include all gains or losses from investment securities transactions when this measure is utilized.

2.We note your presentation of the non-GAAP financial measures, adjusted tangible common equity and adjusted tangible book value per common share, on page 21, both of which exclude your accumulated other comprehensive loss, net. Further, we note your disclosure that your non-GAAP financial measures provide a greater understanding of ongoing operations and enhance comparability of results with prior periods. Please address the following:

•Tell us, and revise your disclosures in future filings to more fully explain, what these measures represent and how they provide a greater understanding of ongoing operations and enhance comparability with prior periods.

•Tell us how you determined that the adjustment to exclude accumulated other comprehensive income (loss) is appropriate, including your consideration of whether the adjustment relates to your normal, recurring business activities or if it results in individually tailored accounting. Refer to Question 100.04 of the Division of Corporation Finance’s C&DI on Non-GAAP Financial Measures.

Response:

The Company acknowledges the Staff’s comment. The significant increase in interest rates in recent periods following a prolonged period of lower interest rates had a notable impact on the unrealized losses of the Company’s available-for-sale debt securities portfolio. The Company includes non-GAAP measures of adjusted tangible book value and tangible common equity, both excluding accumulated other comprehensive income (“AOCI”), as the Company believes this presentation provides a deeper understanding of our ongoing operations, given that AOCI and the associated future recognition of those amounts are subjective estimates impacted by future market and interest rate volatility and are not indicative of losses that may be recognized in the future.  This is particularly relevant for the Company’s available-for-sale debt securities portfolio invested in U.S. treasury securities and agency mortgage-backed securities, generally considered to be risk-free of credit losses and which also represents majority of the Company’s available-for-sale debt securities portfolio. The Company also believes this presentation more closely aligns with the method employed by regulators to assess capital adequacy for banking organization of similar size and risk profile which have elected the allowable “AOCI opt-out” under applicable regulatory capital rules. Lastly, the Company believes this non-GAAP presentation provides enhanced comparability across historic periods.

As such, the Company anticipates utilizing these measures in its prospective non-GAAP disclosures to provide deeper informational insight to stockholders, investors and other readers of the Company’s disclosures. The Company will provide additional perspective within these disclosures so that users may understand how they relate to the Company’s ongoing operations and enhance comparability with prior periods.

We appreciate your comments and hope that we have adequately addressed them with the foregoing responses. If you should have any questions, please contact me at (615) 435-0952.

                                                                                          Sincerely,

/s/ Michael M. Mettee

Michael M. Mettee
Chief Financial Officer
FB Financial Corporation

United States securities and exchange commission logo
December 15, 2023
Michael M. Mettee
Chief Financial Officer
FB Financial Corporation
1221 Broadway, Suite 1300
Nashville, TN 37203
Re:FB Financial Corporation
Form 8-K Filed October 16, 2023
File No. 001-37875
Dear Michael M. Mettee:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 8-K Filed October 16, 2023
Exhibit 99.2
Non-GAAP Reconciliations, page 17
1.We note your adjustment for “loss from securities, net” included in your non-GAAP
financial measure of adjusted pre-tax net income for the three and nine months ended
September 30, 2023. We also note that you include a similar adjustment for all periods
presented in your measure of core efficiency ratio on page 19. Please tell us how you
determined that the measure of adjusted pre-tax net income is not misleading given the
adjustment for the “loss from securities, net” appears to be inconsistently presented
between periods, considering the guidance in Rule 100(b) of Regulation G and Question
100.02 of the Division of Corporation Finance's Compliance & Disclosure Interpretations
("C&DI") on Non-GAAP Financial Measures, and revise future filings as applicable.
2.We note your presentation of the non-GAAP financial measures, adjusted tangible
common equity and adjusted tangible book value per common share, on page 21, both of
which exclude your accumulated other comprehensive loss, net. Further, we note your
disclosure that your non-GAAP financial measures provide a greater understanding of

 FirstName LastNameMichael M. Mettee
 Comapany NameFB Financial Corporation
 December 15, 2023 Page 2
 FirstName LastName
Michael M. Mettee
FB Financial Corporation
December 15, 2023
Page 2
ongoing operations and enhance comparability of results with prior periods. Please
address the following:
•Tell us, and revise your disclosures in future filings to more fully explain, what these
measures represent and how they provide a greater understanding of ongoing
operations and enhance comparability with prior periods.
•Tell us how you determined that the adjustment to exclude accumulated other
comprehensive income (loss) is appropriate, including your consideration of whether
the adjustment relates to your normal, recurring business activities or if it results in
individually tailored accounting. Refer to Question 100.04 of the Division of
Corporation Finance’s C&DI on Non-GAAP Financial Measures.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Katharine Garrett at 202-551-2332 or John Spitz at 202-551-3484 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Finance

United States securities and exchange commission logo
February 3, 2021
Michael Mettee
Chief Financial Officer
FB Financial Corp
211 Commerce Street, Suite 300
Nashville, Tennessee 37201
Re:FB Financial Corp
Form 10-K for Fiscal Year ended December 31, 2019
Form 8-K filed October 26, 2020
File No. 001-37875
Dear Mr. Mettee:
            We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Finance

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SEC CORRESPONDENCE LETTER

 January 26, 2021

Securities and Exchange Commission

 Division of Corporate
Finance

 Office of Finance

Attention:
 Benjamin Phippen

John Spitz

Re:
 FB Financial Corp (the “Company”)

Form 10-K for Fiscal Year ended December 31, 2019

Form 8-K filed October 26, 2020

File No. 001-37875

Dear Messrs. Phippen and Spitz,

 This letter is provided in
response to the comment letter of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission dated December 22, 2020. For ease of reference, each of the Staff’s comments has been
reproduced below in italics followed by the Company’s responses.

 Form 8-K filed
October 26, 2020

 Non-GAAP Measures, page 1

1.
 We note your disclosure of the non-GAAP measures titled
“Adjusted pre-tax earnings” and “Adjusted earnings” in Exhibits 99.1, 99.2 and 99.3 as well as “Adjusted pro forma earnings” in Exhibits 99.2 and 99.3. We also note disclosure of
several non-GAAP measures that are calculated based on these amounts, including:

•

 Adjusted return on average tangible common equity;

•

 Adjusted return on average assets and equity;

•

 Pro forma return on average tangible common equity;

•

 Adjusted pro forma return on average tangible common equity;

•

 Pro forma return on average assets and equity; and

•

 Adjusted pro forma return on average assets and equity

Each of these non-GAAP measures contains an adjustment titled “plus initial provision for
credit losses on acquired loans and unfunded commitments”. Please tell us how you determined that this adjustment is appropriate and useful to investors, especially given your history of acquisitions. In preparing your response, tell us how you
view loans “originated” versus “acquired” from a provision perspective in making this determination. Refer to Question 100.01 and 102.03 of the Non-GAAP Financial Measures Compliance and
Disclosure Interpretations available on our website at:

 http://www.sec.gov/divisions/corpfin/guidance/nongaapinterp.htm.

Response:

ASU 326-20-30-15 has
established that an initial Allowance for Credit Losses (“ACL”) is created through provision expense for non-purchased credit deteriorated
(“non-PCD”) loans immediately following the close of an acquisition (“Day 1”). For purposes of the referenced adjusted profitability metrics disclosed in our
non-GAAP measures, we have defined this Day 1 provision expense on the acquired non-PCD portfolio as the “initial provision for credit losses on acquired loans and
unfunded commitments”. Following the Day 1 provision expense, the non-PCD portfolio is treated no differently from the remainder of the loan portfolio, and further changes to the ACL recorded through
provision expense related to the non-PCD portfolio is not included in the “initial provision for credit losses on acquired loans and unfunded commitments.”

 We have determined that this disclosure is relevant to investors based on feedback from
sector-focused investors, research analysts and investment bankers. For example, we have received positive feedback on the clarity of our disclosures included on slides 8 and 21 of our recent investor presentation filed on October 26, 2020,
which provide segmentation of the changes in our allowance for credit losses. Commonly discussed financial metrics used by the investor and analyst community to judge the prudence of acquisitions are earnings per share (“EPS”) accretion
and tangible book value per share (“TBVPS”) dilution. Goodwill and other intangibles created at transaction close are the primary drivers to TBVPS dilution; however, expenses specific to each transaction, such as professional fees,
severance and vendor contract terminations are typically included in the calculation of TBVPS dilution. These expenses are excluded from the calculation of EPS accretion as they are viewed as non-recurring
costs specific to the closing and integration of each acquisition and are not indicative of the Company’s go-forward earnings power. We define these expenses as “merger expenses” in our
disclosures and exclude them from our adjusted profitability metrics. Like merger expenses, the initial Day 1 provision expense related to the establishment of an ACL on acquired non-PCD loans is quantifiable
and specific to each acquisition. By disclosing this initial provision expense, we provide increased visibility to the investor and analyst community to our total costs unique to the execution and integration of each acquisition.

The objective of our presentation of adjusted earnings and adjusted earnings metrics is to allow investors and analysts to more clearly
identify quarterly trends in core earnings performance, including the normal, recurring, and cash operating expenses necessary to operate the Company and generate revenues. We view merger expenses, including the initial provision expense on acquired
loans and unfunded commitments, to be outside of this objective.

 For some companies, including FB Financial Corporation, these merger
expenses and initial provision expenses on acquired portfolios are likely to be recurring in the sense that community banking is a consolidating industry, and some companies are likely to undertake multiple acquisitions in successive years. However,
in that case, these merger charges and initial provision for credit losses will continue to be specific to each acquisition and would not be present in the absence of further acquisitions or indicative of operating results following the completion
of these transactions. For these reasons, we believe it is appropriate to continue to present profitability metrics adjusted for the impact of each of these line items.

2.
 We note your disclosure of the non-GAAP measures titled
“Adjusted diluted earnings per share” , “Pre-tax, pre-provision earnings per share”, “Adjusted pre-tax, pre-provision earnings per share” and “Adjusted pre-tax, pre-provision diluted earnings per share” in Exhibits 99.1,
99.2 and 99.3 as well as “Adjusted pro forma diluted earnings per share” in Exhibits 99.2 and 99.3, all of which include an adjustment for the initial provision for credit losses on acquired loans and unfunded commitments or an adjustment
for the entire provision for loan losses. Please tell us how you concluded these earnings per share measures are appropriate and useful to investors given that they exclude one of the primary expenses incurred to operate a bank and generate
revenues.

Response:

For “Adjusted diluted earnings per share” and “Adjusted pro forma diluted earnings per share”, we respectfully refer the
Staff to our response to question 1 on why we believe that it is relevant to adjust earnings metrics for “initial provision for credit losses and unfunded commitments on acquired loans”.

“Pre-tax, pre-provision earnings” and “Adjusted pre-tax, pre-provision earnings” are non-GAAP supplemental measures that are used by management to evaluate and measure the
Company’s performance. “Pre-tax, pre-provision earnings” is calculated as net interest income plus noninterest income less noninterest expense.
“Adjusted pre-tax, pre-provision earnings” is calculated as pre-tax,
pre-provision earnings plus non-recurring and/or non-core income and expense items, such as merger expenses. Bank regulatory
agencies use the same calculation of net interest income plus noninterest income less noninterest expense as a measure of net revenues available to absorb losses, including credit losses. Therefore, management closely monitors this non-GAAP financial measure and believes it is a useful measure for readers of the Company’s financial statements. Bank investors and research analysts are also increasingly focused on these measures, as
indicated by the more frequent appearance of pre-tax, pre-provision earnings and related profitability metrics in industry-focused research reports.

 Users of the Company’s financial statements routinely convert various income and
expense items presented in the Company’s disclosures into per share basis and as such, the Company provided a calculation and reconciliation of reported GAAP earnings per share to “Pre-tax pre-provision earnings per share“ and Adjusted pre-tax-pre-provision earnings per
share” for convenience. Upon further consideration of the utility to publicly disclose the conversion of “Pre-tax pre-provision earnings” and
“Adjusted pre-tax pre-provision earnings,” into per share metrics, the Company undertakes to discontinue disclosing these two per share metrics from future
public disclosures.

3.
 We note your disclosure of “Pro forma net income” in Exhibits 99.2 and 99.3. Please tell us what
this pro forma non-gaap measure represents and explain why it is labeled as “Pro forma” when it appears to be the actual U.S. GAAP net income per the unaudited financial statement provided in the September 30, 2020 Form 10-Q.

Response:

The Company respectfully submits that use of the term “Pro forma” with respect to non-GAAP
measures including pro forma net income and pro forma adjusted net income includes an adjustment only to periods prior to the Company’s IPO in 2016, when the Company was an S corporation and did not incur federal income taxes. The Company
respectfully refers the Staff to the footnote explanation as disclosed in exhibit 99.2 and 99.3:

 “*Prior to the Company’s
IPO in the third quarter of 2016, the Company was an S corporation and did not incur federal income taxes. In conjunction with the IPO, the Company converted to a C corporation. These results are on a pro forma basis to reflect the results of the
Company on a C corporation basis and combined effective tax rate of 35.08% for the year ended December 31, 2016.”

As use of the term pro forma is only applicable to periods prior to the Company’s IPO in 2016, there are no pro forma adjustments to more
recent periods and therefore, this line item will equal unadjusted GAAP net income as the Staff observed. Beginning with our first quarter earnings release in 2021, historical presentation of 2016 will be removed from Exhibits 99.2 and 99.3 and use
of the term pro forma shall cease with respect to this line item.

 The Company believes noting the use of pro forma income tax expense is
necessary and provides the most transparency to investors. In future filings where applicable, the Company undertakes to modify reference to pro forma metrics in the future by removing the term “Pro forma” from the table and column’s
titling and adding the footnote reference disclosing pro forma use only to periods for which an adjustment has been made. We believe this will add greater clarity for the pro forma periods presented while maintaining transparency to investors.

4.
 As a related matter, we note that you disclose “adjusted pro forma net income” in Exhibits 99.2
and 99.3, which appears to represent the sum of “adjusted net income” for each of the first three quarters of 2020. Please clarify what these pro forma non-GAAP measures represent.

Response:

The Company respectfully refers the Staff to response to Comment No. 3 above.

We appreciate your comments and hope that we have adequately addressed them with the foregoing responses. If you should have any questions, please contact me
at (615) 435-0952.

Sincerely,

/s/ Michael M. Mettee

 Michael M. Mettee

 Chief Financial
Officer

 FB Financial Corporation

United States securities and exchange commission logo
December 22, 2020
Michael Mettee
Chief Financial Officer
FB Financial Corp
211 Commerce Street, Suite 300
Nashville, Tennessee 37201
Re:FB Financial Corp
Form 10-K for Fiscal Year ended December 31, 2019
Form 8-K filed October 26, 2020
File No. 001-37875
Dear Mr. Mettee:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 8-K filed October 26, 2020
Non-GAAP Measures, page 1
1.We note your disclosure of the non-GAAP measures titled “Adjusted pre-tax earnings”
and “Adjusted earnings” in Exhibits 99.1, 99.2 and 99.3 as well as “Adjusted pro forma
earnings” in Exhibits 99.2 and 99.3.  We also note disclosure of several non-GAAP
measures that are calculated based on these amounts, including:

•Adjusted return on average tangible common equity;
•Adjusted return on average assets and equity;
•Pro forma return on average tangible common equity;
•Adjusted pro forma return on average tangible common equity;
•Pro forma return on average assets and equity; and
•Adjusted pro forma return on average assets and equity

Each of these non-GAAP measures contains an adjustment titled “plus initial provision for

 FirstName LastNameMichael Mettee
 Comapany NameFB Financial Corp
 December 22, 2020 Page 2
 FirstName LastName
Michael Mettee
FB Financial Corp
December 22, 2020
Page 2
credit losses on acquired loans and unfunded commitments”.  Please tell us how you
determined that this adjustment is appropriate and useful to investors, especially given
your history of acquisitions.  In preparing your response, tell us how you view loans
“originated” versus “acquired” from a provision perspective in making this
determination.  Refer to Question 100.01 and 102.03 of the Non-GAAP Financial
Measures Compliance and Disclosure Interpretations available on our website at:
http://www.sec.gov/divisions/corpfin/guidance/nongaapinterp.htm.

2.We note your disclosure of the non-GAAP measures titled “Adjusted diluted earnings per
share” , “Pre-tax, pre-provision earnings per share”, “Adjusted pre-tax, pre-provision
earnings per share” and “Adjusted pre-tax, pre-provision diluted earnings per share” in
Exhibits 99.1, 99.2 and 99.3 as well as “Adjusted pro forma diluted earnings per share” in
Exhibits 99.2 and 99.3, all of which include an adjustment for the initial provision for
credit losses on acquired loans and unfunded commitments or an adjustment for the entire
provision for loan losses.  Please tell us how you concluded these earnings per share
measures are appropriate and useful to investors given that they exclude one of the
primary expenses incurred to operate a bank and generate revenues.

3.We note your disclosure of “Pro forma net income” in Exhibits 99.2 and 99.3.  Please tell
us what this pro forma non-gaap measure represents and explain why it is labeled as “Pro
forma” when it appears to be the actual U.S. GAAP net income per the unaudited financial
statement provided in the September 30, 2020 Form 10-Q.

4.As a related matter, we note that you disclose “adjusted pro forma net income” in Exhibits
99.2 and 99.3, which appears to represent the sum of “adjusted net income” for each of the
first three quarters of 2020.  Please clarify what these pro forma non-GAAP measures
represent.

            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
             You may contact Benjamin Phippen, Staff Accountant, at (202) 551-3697 or John
Spitz, Staff Accountant, at (202) 551-3484 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance

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		Document

April 29, 2020

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Mr. Eric Envall

Re:

 FB Financial Corporation

Registration Statement on Form S-4

File No. 333-237416

Dear Mr. Envall:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, FB Financial Corporation (the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form S-4 be accelerated to Friday, May 1, 2020, at 4:00 P.M., or as soon thereafter as practicable.

Please contact the undersigned (615-370-2763 or bsims@firstbankonline.com) or Nick Demmo of Wachtell, Lipton, Rosen & Katz (212-403-1381 or ngdemmo@wlrk.com) with any questions you may have concerning this request.

 Very truly yours,

 FB FINANCIAL CORPORATION

By:

 /s/ Beth Sims

 Beth Sims

 General Counsel and Corporate Secretary

April 2, 2020
Christopher T. Holmes
President and Chief Executive Officer
FB Financial Corporation
211 Commerce Street, Suite 300
Nashville, TN 37201
Re:FB Financial Corporation
Registration Statement on Form S-4
Filed March 27, 2020
File No. 333-237416
Dear Mr. Holmes:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Eric Envall at (202) 551-3234 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

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CORRESP

 January 8, 2020

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, D.C. 20549

 Attn: Jessica Livingston

          Re:

 FB Financial Corporation
Registration Statement on Form S-4 (File Number 333-235728)

 Request for Acceleration of Effectiveness

Requested Date:

Thursday, January 9, 2020

Requested Time:

4:00 p.m., Eastern time

 Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned, on behalf of FB Financial Corporation (the
“Company”), hereby respectfully requests that the United States Securities and Exchange Commission (the “Commission”) accelerate the effective date of the Company’s Registration Statement on Form S-4 (File No. 333-235728) (the “Registration Statement”) so that the Registration Statement will become effective at 4:00 p.m., Eastern time, on
Thursday, January 9, 2020 or as soon thereafter as is practicable.

 Once the Registration Statement has been declared effective by
the Commission, please orally confirm such declaration with Wes Scott of Waller Lansden Dortch & Davis LLP, counsel to the Company, at (901) 288-1655.

FB Financial Corporation

By:

 /s/ Beth Sims

Name:

Beth Sims

Title:

General Counsel and Corporate Secretary

January 3, 2020
Beth Sims
General Counsel and Corporate Secretary
FB Financial Corp
211 Commerce Street, Suite 300
Nashville, Tennessee 37201
Re:FB Financial Corp
Registration Statement on Form S-4
Filed December 27, 2019
File No. 333-235728
Dear Ms. Sims:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jessica Livingston at 202-551-3448 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
filename1.htm

CORRESP

 FB Financial Corporation

211 Commerce Street, Suite 300

Nashville, Tennessee 37201

November 8, 2017

 BY EDGAR SUBMISSION

 Ms. Era Anagnosti

 Legal Branch Chief

Office of Financial Services

 United States Securities and
Exchange Commission

 Division of Corporate Finance

 100 F
Street, NE

 Washington, D.C. 20549

Re:
FB Financial Corporation

 Registration Statement on Form
S-3

 Filed October 26, 2017 (amended on November 7, 2017)

File No. 333-221149

Dear Ms. Anagnosti:

 Pursuant to the
provisions of Rule 461 under the Securities Act of 1933, as amended, FB Financial Corporation, a Tennessee corporation, hereby respectfully requests acceleration of the effectiveness of the above-referenced Registration Statement to Thursday,
November 9, 2017 at 4:00 P.M., Washington D.C. time, or as soon thereafter as practicable. Please contact Kyle G. Healy at (404) 881-4421 of Alston & Bird LLP with any questions you may have
concerning this request and to confirm when this request for acceleration has been granted

 [Remainder of the page intentionally left
blank]

Very truly yours,

FB Financial Corporation

By:

 /s/ Christopher T. Holmes

Name:

Christopher T. Holmes

Title:

 Chief Executive Officer and

President

 [Signature Page to Acceleration Request]

 - 2 -

Mail Stop 4720
November 1, 2017
Via E -mail
Christopher T. Holmes
President and Chief Executive Officer
FB Financial Corporation
211 Commerce Street, Suite 300
Nashville, TN 39201

Re: FB Financial Corporation
  Registration Statement on Form S-3
Filed  October 26, 2017
  File No.  333-221149

Dear Mr. Holmes :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please  contact Eric Envall , Staff Attorney,  at (202) 551 -3234  with any questions.

Sincerely,

 /s/ Era Anagnosti

Era Anagnosti
Legal Branch Chief
Office of Financial Services

CORRESP
1
filename1.htm

CORRESP

 FB Financial Corporation

211 Commerce Street, Suite 300

Nashville, Tennessee 37201

July 5, 2017

 VIA EDGAR CORRESPONDENCE

 United States Securities and Exchange Commission

Division of Corporate Finance

 100 F Street, NE

Washington, D.C. 20549

 Attention: David Lin

Re:
FB Financial Corporation

Registration Statement on Form S-1

File No. 333-218876

 Ladies and Gentlemen:

Pursuant to the provisions of Rule 461 under the Securities Act of 1933, as amended, FB Financial Corporation, a Tennessee corporation
(the “Registrant”), hereby respectfully requests that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective on Friday, July 7, 2017, at 4:00 P.M.,
Washington D.C. time, as soon as practicable thereafter or at such later time as the Registrant or its counsel may orally request via telephone call to the staff of the U.S. Securities and Exchange Commission (the “Commission”).
Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Alston & Bird LLP, by calling Kyle G. Healy at (404) 881-4421.

[Remainder of the page intentionally left blank]

Very truly yours,

FB Financial Corporation

By:

 /s/ Christopher T. Holmes

Name:

Christopher T. Holmes

Title:

Chief Executive Officer and President

 [Signature Page to Acceleration Request]

 - 2 -

Mail Stop 4720

June 30, 2017

Christopher T. Holmes
Chief Executive Officer and President
FB Financial Corporation
211 Commerce Street, Suite 300
Nashville, TN 37201

Re: FB Financial Corporation
Registration Statement on Form S -1
Filed June 21, 2017
File No. 333 -218876

Dear Mr. Holmes :

This is  to advise you that we have not reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequa cy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please  contact me at (202) 551 -3552 with any question s.

Sincerely,

/s/ David Lin

David Lin
Staff Attorney
Office of Financial Services

cc: James R. Gordon
Kyle Healy, Esq.

CORRESP
1
filename1.htm

CORRESP

 FB Financial Corporation

211 Commerce Street, Suite 300

Nashville, Tennessee 37201

September 13, 2016

 VIA EDGAR
CORRESPONDENCE

 United States Securities and Exchange Commission

Division of Corporate Finance

 100 F Street, NE

Washington, D.C. 20549

 Attention: William H. Dorton

Re:
FB Financial Corporation

Registration Statement on Form S-1, as amended

File No. 333-213210

 Ladies and Gentlemen:

Pursuant to the provisions of Rule 461 under the Securities Act of 1933, as amended, FB Financial Corporation, a Tennessee corporation
(the “Registrant”), hereby respectfully requests that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective on Thursday, September 15, 2016, at 3:00 P.M.,
Washington D.C. time, as soon as practicable thereafter or at such later time as the Registrant or its counsel may orally request via telephone call to the staff of the U.S. Securities and Exchange Commission (the “Commission”).
Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Alston & Bird LLP, by calling Kyle G. Healy at (404) 881-4421.

The Registrant hereby acknowledges that

•

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 [Remainder of the page intentionally left blank]

 Very truly yours,

FB Financial Corporation

 By:

 /s/ James R. Gordon

Name:

James R. Gordon

Title:

 Chief Financial Officer and

 Corporate
Secretary

 [Signature Page to Acceleration Request]

CORRESP
1
filename1.htm

CORRESP

 September 13, 2016

VIA EDGAR CORRESPONDENCE

 United States Securities and
Exchange Commission

 Division of Corporate Finance

 100 F
Street, NE

 Washington, D.C. 20549

 Attention: William H.
Dorton

 Re:

 FB Financial Corporation

 Registration
Statement on Form S-1, as amended

 File No. 333-213210

 Ladies and Gentlemen:

Pursuant to the provisions of Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), we hereby
join FB Financial Corporation (the “Registrant”) in requesting the effectiveness of the Registrant’s above-referenced Registration Statement on Form S-1, as amended, be accelerated so that it will become effective on Thursday,
September 15, 2016, at 3:00 P.M., Washington D.C. time, or as soon thereafter as practicable.

 Additionally, pursuant to Rule 460 of the Securities
Act, we hereby advise you that 5,666 copies of the Preliminary Prospectus dated September 6, 2016, were furnished to prospective underwriters, institutional investors, dealers and others.

We, the undersigned, as representatives of the several underwriters, have and will, and each underwriter has advised the undersigned that it has and will,
comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 [Remainder of the page intentionally
left blank]

Very truly yours,

 J.P. MORGAN SECURITIES LLC

 UBS
SECURITIES LLC

 KEEFE, BRUYETTE & WOODS, INC

 as
Representatives of the several Underwriters

J.P. MORGAN SECURITIES LLC

By:

/s/ Ricardo McKenzie

Name:

Ricardo McKenzie

Title:

Executive Director

UBS SECURITIES LLC

By:

/s/ Mitesh Hassamal

Name:

Mitesh Hassamal

Title:

Executive Director

By:

/s/ Christopher Sanger

Name:

Christopher Sanger

Title:

Executive Director

KEEFE, BRUYETTE & WOODS, INC

By:

/s/ Michael Garea

Name:

Michael Garea

Title:

Director

 [Signature Page to Acceleration Request]

Mailstop 4720
November 12, 2015

Christopher T. Holmes
Chief Executive Officer
First South Bancorp, Inc.
211 Commerce Street, Suite 300
Nashville, TN 37201

Re: First South Bancorp, Inc.
Amendment No.1 to Draft Registration Statement on Form S-1
Submitted October 30, 2015
  CIK No. 0001649749

Dear Mr. Holmes:

We have reviewed your amended draft registration statement  and have the following
comments .

Prospectus Summary, page 1

Overview, page 1

1. We note your response to comment 2.  We believe that your prospectus summary should
provide a brief d escription of your commercial lending and mortgage banking services
and not solely focus on the markets where you provide these services.  Please comply
with our prior comment two in full.

Community Markets, page 5

Market characteristics and mix, p age 5

2. We note your response to comment 3.  Please tell us whether  the information provided by
SNL Financial  was commissioned by you for use  in the registration statement.   In this
regard, we refer you to the disclosure and consent requirements of  Rule 436 under the
Securities Act .

Mr. Christopher T. Holmes
First South Bancorp, Inc.
November 12, 2015
Page 2

 Executive compensation, page 166

Deferred compensation, page 167

3. We note your response to comment 7 stating that the deferred compensation agreement
with the company’s CEO “operates most similarly to a defined contribution plan” and
that you have disclosed this compensation pursuant to Item 402(c)(2)(ix)(E) of
Regulation S -K.  As an emerging growth company, you appear to have complied with the
reduced executive compensation disclosure requirements of a smaller r eporting company.
As such, we note that Instruction 2 to Item 402(n)(2)(ix) states, among other things, that
benefits paid pursuant to defined benefit and actuarial plans are not reportable as All
Other Compensation unless accelerated pursuant to a change  in control.  Moreover, we
note that in Note 22 to your consolidated financial statements, the deferred compensation
arrangement with the CEO is described as an unfunded obligatio n “to reward service
prior to December 31, 2014  in a fixed amount payable in cash upon the earliest
occurrence of the following: separation of service, change in control of the Company or
December  31, 2019 .”  Given the nature of this deferred compensation arrangement, its
disclosure would appear to fall within the ambit of Item 402( q)(1)  of Regulation S -K.
Please advise or revise the summary compensation table accordingly.

You may  contact H. Stephen Kim, Assistant Chief Accountant  at (202) 551 -3291  or Ben
Phippen, Staff Accountant  at (202) 551 -3336  if you have questions regarding comments on the
financial s tatements and related matters.  Please contact Joshua Dilk, Staff Attorney  at (202) 551 -
3427  or me at (202) 551 -3369  with any other questions.

Sincerely,

 /s/ Era Anagnosti

Era Anagnosti
Legal Branch Chief
Office of Financial Services

cc: Kyle G. Healy, Esq.

Mailstop 4720
October 21, 2015

Christopher T. Holmes
Chief Executive Officer
First South Bancorp, Inc.
211 Commerce Street, Suite 300
Nashville, TN 37201

Re: First South Bancorp, Inc.
Draft Registration Statement on Form S-1
Submitted September 25, 2015
  CIK No. 0001649749

Dear Mr. Holmes :

We have reviewed your draft registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond t o this letter by providing the requested information and either submitting
an amended draft registration statement or  publicly  filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.

General

1. We note that you are an emerging growth company.  Please supplementally provide us
with copies of all written communications, as defined in Rule 405 under the Securities
Act, that you, or anyone authorized to do so on your  behalf, present to potential investors
in reliance on Section 5(d) of the Securities Act, whether or not they retain copies of the
communications.

Mr. Christopher T. Holmes
First South Bancorp, Inc.
October 21, 2015
Page 2

Prospectus Summary, page 1

Overview, page 1

2. When discussing your banking services, briefly highligh t some of the characteristics of
your commercial lending as well as the mortgage banking services.  In this regard we
note your disclosure starting on page 71 of the prospectus.

Community Markets, page 5

Market characteristics and mix, page 5

3. Please upd ate the tabular presentation in the middle of page 5 to reflect a more recent
practicable date than June 30, 2014, or otherwise correct the date accordingly.  Please
address this comment also with respect to the statistic provided at the end of page 8.  In
addition, please provide the basis for your statement that your metropolitan markets are
projected to grow annually at a rate of 4.3% as compared to a national average of 3.5%.

Risk Factors, page 19

We are exposed to higher credit risk…[through] relatio nship exposure with a number of large
borrowers, page 20

4. You disclose that your commercial, industrial and construction -based lending involves
higher credit risks; these risks are exacerbated by the fact that because the loans are
concentrated in a small number of larger borrowers, this leads to “relationship exposure. ”
In particular, you disclose that as of June 30, 2015, First South had five relationships with
over $10 million of outstanding borrowings.  To help investor ascertain the risk of
relationship exposure, please explain whether you believe to be dependent on these
relationships and whether your provision for loan losses has been impacted or may be
impacted because of the concentration of loans in a small number of borrowers.  Please
revise your di sclosure to the extent necessary.  In this regard, please note the disclosure
requirements of Item 101(c)(1)(vii) of Regulation S -K.

We depend on a third -party service provider for our mortgage loan servicing business…, page 33

5. We note your disclosure that you are dependent on the services of Cenlar Federal Savings
Bank to provide mortgage loan servicing busin ess through a subservicing contract.
Please tell us why you are not required to file this agreement as an exhibit to the
registration statement.  For guidance, please refer to Item 601(b)(10) of Regulation S -K.

Mr. Christopher T. Holmes
First South Bancorp, Inc.
October 21, 2015
Page 3

 Executive Compensation, page 166

Agreements with NEOs, page 166

6. Please file the employment agreement and the change in control agreements as exhibits to
the registration statement.

Deferred compensation, page 167

7. Please expand your disclosure to provide some context around the $3 million in deferred
compensation to be payable at the earlier of separation from service,  the company’s
change in control or December  31, 2019, as well as the basis for disclosing this payment
as year 2014 compensation.  Please also file the Deferred Compensation Agreement as an
exhibit to the registration statement.

Signatures

8. Please ensure that  the registration statement is also signed by the controller or principal
accounting officer.  Refer to Instruction 1 to Signatures in Form S -1.

Financial Statements

9. Please place the financial statements inside the prospectus rather than at the back of t he
registration statement.

You may contact H. Stephen Kim , Assistant Chief Accountant,  at (202) 551 -3291 or Ben
Phippen , Staff Accountant,  at (202) 551 -3336  if you have questions regarding comments on the
financial statements and related matters.  Please contact Joshua Dilk , Staff Attorney,  at (202)
551-3427  or me at (202) 551 -3369  with any other questions.

Sincerely,

 /s/ Era Anagnosti

 Era Anagnosti
Legal Branch Chief
Office of Financial Services

cc: Kyle G. Healy , Esq.