Form 8-K

8-K — FIRST CITIZENS BANCSHARES INC /DE/

Accession: 0000798941-26-000034

Filed: 2026-09-08

Period: 2026-09-08

CIK: 0000798941

SIC: 6022 (STATE COMMERCIAL BANKS)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — fcnca-20260908.htm (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 8, 2026

_________________________________________________________________

First Citizens BancShares, Inc.

(Exact name of registrant as specified in its charter)

Delaware 001-16715 56-1528994

(State or other jurisdiction

of incorporation)

(Commission File Number) (IRS Employer Identification No.)

4300 Six Forks Road Raleigh North Carolina 27609

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (919) 716-7000

________________________________________________________________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered Pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class Trading Symbol Name of each exchange on which registered

Class A Common Stock, Par Value $1 FCNCA Nasdaq Global Select Market

Depositary Shares, Each Representing a 1/40th Interest in a Share of 5.375% Non-Cumulative Perpetual Preferred Stock, Series A FCNCP Nasdaq Global Select Market

5.625% Non-Cumulative Perpetual Preferred Stock, Series C

FCNCO Nasdaq Global Select Market

Depositary Shares, Each Representing a 1/40th Interest in a Share of 6.625% Non-Cumulative Perpetual Preferred Stock, Series E FCNCN Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

On September 8, 2026, First-Citizens Bank & Trust Company, the wholly owned banking subsidiary of First Citizens BancShares, Inc. (“BancShares”), issued a press release announcing that it had completed its previously announced acquisition of 138 branches from BMO Bank N.A. located throughout the Midwest, Great Plains and West regions of the U.S. effective September 4, 2026.

A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits accompany this Report.

Exhibit No. Description

99.1

Press Release dated September 8, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

Disclosures About Forward-Looking Statements

This Report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the financial condition, results of operations, business plans, asset quality, future performance, and other strategic goals of BancShares. Words such as “anticipates,” “believes,” “estimates,” “expects,” “predicts,” “forecasts,” “intends,” “plans,” “projects,” “targets,” “designed,” “could,” “may,” “should,” “will,” “potential,” “continue,” “aims” or other similar words and expressions are intended to identify these forward-looking statements. These forward-looking statements are based on BancShares’ current expectations and assumptions regarding BancShares’ business, the economy, and other future conditions.

Because forward-looking statements relate to future results and occurrences, they are subject to inherent risks, uncertainties, changes in circumstances and other factors that are difficult to predict. Many possible events or factors could affect BancShares’ future financial results and performance and could cause actual results, performance or achievements of BancShares to differ materially from any anticipated results expressed or implied by such forward-looking statements. Such risks and uncertainties include, among others, general competitive, economic (including the imposition of tariffs, retaliatory tariff measures, trade barriers on trading partners, and supply chain disruptions), political (including impacts of any U.S. government shutdown), geopolitical events (including conflicts or developments in Ukraine, the Middle East and Latin America), natural disasters and market conditions, including changes in competitive pressures among financial institutions and the impacts related to or resulting from previous bank failures, the risks and impacts of future bank failures and other volatility in the banking industry, public perceptions of our business practices, including our deposit pricing and acquisition activity, the financial success or changing conditions or strategies of BancShares’ vendors or customers, including changes in demand for deposits, loans and other financial services, fluctuations in interest rates, changes in the quality or composition of BancShares’ loan or investment portfolio, actions of government regulators, including interest rate decisions by the Board of Governors of the Federal Reserve Board (the “Federal Reserve”), changes to estimates of future costs and benefits of actions taken by BancShares, BancShares’ ability to maintain adequate sources of funding and liquidity, the potential impact of decisions by the Federal Reserve on BancShares’ capital plans, adverse developments with respect to U.S. or global economic conditions, including significant turbulence in the capital or financial markets, the impact of any sustained or elevated inflationary environment, the impact of any cyberattack, information or security breach, the effect of technological change, including artificial intelligence and digital assets, the impact of implementation and compliance with current or proposed laws, regulations and regulatory interpretations, including potential increased regulatory requirements, limitations, and costs, such as FDIC special assessments, increases to FDIC deposit insurance premiums, changes in regulatory capital requirements, or limitations on credit card interest rates, along with the risk that such laws, regulations and regulatory interpretations may change, the availability of capital and personnel, changes or enhancements BancShares implements with respect to risk management, technology, personnel, financial service offerings, or other areas, and the risks associated with BancShares’ previously completed acquisition transactions or any future transactions.

Except to the extent required by applicable laws or regulations, BancShares disclaims any obligation to update forward-looking statements or to publicly announce the results of any revisions to any of the forward-looking statements included herein to reflect future events or developments. Additional factors which could affect the forward-looking statements can be found in BancShares’ Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and its other filings with the Securities and Exchange Commission.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

First Citizens BancShares, Inc.

(Registrant)

Date:

September 8, 2026 By: /s/ Craig L. Nix

Craig L. Nix

Chief Financial Officer

EX-99.1

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First Citizens Bank Completes Branch Acquisition, Expanding Presence Across the Midwest, Great Plains and West • Associated client accounts have transitioned to First Citizens Bank platforms • Regional leadership appointments, $1 million giving commitment reinforce Bank’s investment in local banking with a relationship-driven approach RALEIGH, N.C., September 8, 2026 – First Citizens Bank today announced the successful conversion of 138 branches that it acquired from BMO Bank N.A. on September 4, 2026, expanding the bank's presence across the Midwest, Great Plains and West and welcoming new clients, associates and communities to First Citizens. First Citizens Bank assumed approximately $5 billion in deposits and $650 million in loans as part of the branch acquisition. With the transition complete, First Citizens Bank, as a top 20 U.S. bank with more than $225 billion in assets, now serves clients through more than 600 branches and offices nationwide, including North Dakota, South Dakota, Wyoming, Nebraska, Kansas, Missouri, Oklahoma, Idaho, western Minnesota, eastern Oregon and southern Illinois. New First Citizens Bank clients will continue working with the local bankers and teams they know while benefiting from the comprehensive resources, national reach and specialized expertise of the broader First Citizens businesses. Another milestone in First Citizens' long-term growth strategy, this acquisition expands the bank's footprint to serve individuals, businesses and commercial clients through a broader network of relationship bankers backed by the scale and resources of the bank nationwide. “Every decision we make starts with our clients,” said Frank B. Holding, Jr., Chairman and Chief Executive Officer of First Citizens Bank. “This expansion reflects our disciplined approach to growth – welcoming talented associates who share our relationship-first culture, investing in communities with significant opportunities to maintain lasting client relationships, and bringing leading capabilities to help clients and communities thrive.” Investing in Regional Growth and Local Leadership In support of its expanded footprint, First Citizens has made a series of regional leadership appointments that reinforce the bank's commitment to both new and established markets. These experienced leaders will help deepen client relationships and extend First Citizens' relationship- first approach across its expanded network: • Nate Downie, Regional Executive Vice President covering the Heartland • Sharon Thompson, Regional Executive Vice President covering the Northeast Region and St. Louis • Stacie Bales Barton, Regional Executive Vice President covering Community in the West

• Monica Hummel, Area Executive covering Kansas and Missouri • Gary Piercy, Area Executive covering Omaha “We are investing in experienced local leaders because relationships remain at the heart of how we serve clients,” said Hope Holding Bryant, Vice Chairwoman and Head of General Bank at First Citizens Bank. “Every market is different, and serving it well begins with understanding the people, businesses and communities that make each one unique. By combining local expertise with the strength and stability of a national institution, we're helping clients pursue their ambitions with confidence.” Investing in Local Communities First Citizens is reinforcing its long-standing commitment to the communities it serves. Through charitable giving, local partnerships and community engagement, First Citizens will invest approximately $1 million across both existing and newly expanded markets throughout the Midwest, Great Plains and West over the course of 2026 and 2027. Reflecting First Citizens' long-standing belief that strong communities and strong client relationships go hand in hand, investments will be made working alongside local nonprofit organizations, civic leaders and community partners to support initiatives that help communities thrive over the long-term. About First Citizens Bank First Citizens Bank helps personal, business, commercial and wealth clients build financial strength that lasts. Headquartered in Raleigh, N.C., First Citizens has built a unique legacy of strength, stability and long-term thinking that has spanned generations. First Citizens offers an array of general banking services with branches and offices nationwide; commercial banking expertise delivering best-in-class lending, leasing and other financial services coast to coast; innovation banking serving businesses at every stage; and a nationwide direct bank. Parent company First Citizens BancShares, Inc. (NASDAQ: FCNCA) is a top 20 U.S. financial institution with more than $225 billion in assets and a member of the Fortune 500™. Discover more at firstcitizens.com. Media Contact Liz Shapiro Liz.shapiro@firstcitizens.com

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Sep. 08, 2026

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Entity Tax Identification Number

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Entity Address, Address Line One

4300 Six Forks Road

Entity Address, City or Town

Raleigh

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City Area Code

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Security Exchange Name

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Series C Preferred Stock

Title of 12(b) Security

5.625% Non-Cumulative Perpetual Preferred Stock, Series C

Trading Symbol

FCNCO

Security Exchange Name

NASDAQ

Series E Preferred Stock

Title of 12(b) Security

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