FBKFB Financial Corp
State Commercial Banks · $2.7B market cap · 1,594 employees
0.5×
Less likely than average to be taken private
Top 35% of the Russell 3000 for a buyout by a private-equity firm, holdco or insiders. How it works
Takeover signals
What an activist or buyer would see: cheap, overpaid, diluted or under pressure.
3of 15 firedHow well they predict deals →
- TSR below peersYes4 of 5 years3+ of last 5 years
- Payouts exceed cash flowYes124% of cash flowBuybacks + dividends over cash flow
- Buyout-sizedYes$2.7B market capMarket cap $500M–$5B
12 other checks
- High CEO pay despite TSRNo$3M medianMedian CEO pay ≥ $15M while TSR trails
- Earnings not backed by cashNo127% of net incomeCash flow under 80% of net income
- Dilutive SBCNo—Over 10% of revenue
- Goodwill-heavyNo2% of assetsOver 40% of assets
- Shareholder dissentNo99% lowest supportAny vote under 80% support
- Low revenue per employeeNo—Bottom quartile of its SIC industry
- Quiet on AINo2.1 per 10K words · 57th pctBottom quartile of AI mentions in 10-Ks
- Net cashNo—More cash than debt, positive EBITDA
- Recurring revenueNo3 of 1010-K business scored 7+ of 10 for recurring revenue
- AI-rollup shapedNo0 of 1010-K business scored 5+ of 10 as an AI-rollup target
- Active 13DNo0 filingsActive-intent 13D in 18 months
- Net insider sellingNo$542K netNet sales over $10M in 12 months
Deal filings
| Filed | Form | Acquirer | Price | Premium |
|---|---|---|---|---|
| Jul 10, 2017 | DEFM14A | Clayton HC, Inc. | $33.00 | 26.2% |
| Jun 23, 2017 | PREM14A | Clayton HC, Inc. | $36.01 | 26.2% |
Key numbers
- Revenue
- —
- Operating margin
- —
- EBITDA
- —
- Net debt / EBITDA
- —
- −$752M net debt
Financials
| Metric | FY2021 | FY2022 | FY2023 | FY2024 | FY2025 | YoY |
|---|---|---|---|---|---|---|
| Net income | $190M | $125M | $120M | $116M | $123M | 5.7% |
| Operating cash flow | $55M | $800M | $211M | $139M | $156M | 12% |
| Capex | $6M | $11M | $20M | $7M | $9M | 35% |
| Stock-based comp | $10M | $10M | $10M | $9M | $17M | 82% |
| Buybacks | $8M | $40M | $5M | $13M | $156M | 1128% |
| Dividends | $21M | $25M | $28M | $32M | $38M | 19% |
13D filers
| Filed | Filer | Form | Stake | Intent |
|---|---|---|---|---|
| May 22, 2026 | Ayers J. Jonathan | SCHEDULE 13D/A | 0.0% | Passive |
| Apr 27, 2026 | Ayers J. Jonathan | SCHEDULE 13D/A | 13.7% | Passive |
| Apr 21, 2026 | Ayers J. Jonathan | SCHEDULE 13D/A | 41.2% | Passive |
| Nov 18, 2025 | Ayers J. Jonathan | SCHEDULE 13D/A | 13.7% | Passive |
| May 9, 2025 | Ayers J. Jonathan | SCHEDULE 13D | 23.9% | Passive |
Insider trading
+$542Knet buying by insiders, open market, last 12 months
Bought $2M · 2 tradesSold $995K · 3 trades
Pay vs performance
| Year | CEO total comp | Comp actually paid | TSR (indexed) | Peer TSR |
|---|---|---|---|---|
| FY2025 | $4M | $6M | 169 | 153 |
| FY2024 | $4M | $6M | 137 | 151 |
| FY2023 | $3M | $3M | 106 | 130 |
| FY2022 | $2M | $1M | 95 | 128 |
| FY2021 | $3M | $3M | 113 | 137 |