Filing Analysis
First Citizens BancShares, Inc. announced its second quarter 2026 financial results and hosted a conference call to discuss the performance. The filing includes earnings releases and investor presentation materials.
🚩 Red Flags
- Forward-looking statements include risks related to potential bank failures in the industry, interest rate volatility, and regulatory changes (e.g., FDIC special assessments).
📋 Key Facts
- Reported quarterly results for the period ended June 30, 2026.
- Held a conference call on July 23, 2026, to discuss financial results.
- Included exhibits containing earnings release (99.1), investor presentation (99.2), and financial supplement (99.3).
First Citizens BancShares reported the results of its 2026 Annual Stockholder's Meeting held on May 4, 2026. Stockholders elected 12 directors, approved executive compensation, and ratified KPMG LLP as the independent auditor, while rejecting a stockholder proposal regarding faith-based employee resource groups.
📋 Key Facts
- 12 directors were elected for one-year terms, including Frank B. Holding, Jr. and Ellen R. Alemany.
- The 'Say-on-Pay' advisory resolution for executive compensation was approved with 20,022,960 votes in favor.
- KPMG LLP was ratified as the independent public accounting firm for 2026 with 24,565,642 votes 'For' and only 2,455 'Against'.
- A stockholder proposal requesting a report on faith-based employee resource groups was defeated, receiving only 76,989 'For' votes against 20,181,692 'Against' votes.
First Citizens BancShares reported its first quarter 2026 financial results and provided an investor presentation. The filing also references a pending acquisition of 138 branches from BMO Bank N.A.
📋 Key Facts
- Reported financial results for the quarter ended March 31, 2026, on April 23, 2026.
- Included an investor presentation and financial supplement as exhibits 99.2 and 99.3.
- Disclosed a pending acquisition of 138 branches from BMO Bank N.A. in the forward-looking statements.
- The conference call to discuss results was scheduled for April 23, 2026, at 9:00 a.m. Eastern time.
First Citizens BancShares, Inc. completed a public offering of $500 million in 4.869% Fixed-to-Floating Rate Senior Notes due 2032. The notes were issued under a previously filed registration statement and involve major financial institutions as underwriters.
📋 Key Facts
- Issued $500,000,000 aggregate principal amount of Senior Notes.
- The notes carry a 4.869% Fixed-to-Floating rate and mature in 2032.
- Underwriters include J.P. Morgan Securities LLC, BofA Securities, Inc., and Wells Fargo Securities, LLC.
- The offering closed on March 3, 2026, pursuant to a Second Supplemental Indenture.
- The notes were issued under a shelf registration statement (File No. 333-281553) filed in August 2024.
First Citizens BancShares, Inc. has closed a public offering of 16,000,000 depositary shares representing interests in its new 6.625% Non-Cumulative Perpetual Preferred Stock, Series E. The offering was conducted via an underwriting agreement with major financial institutions including BofA Securities and J.P. Morgan.
🚩 Red Flags
- Non-cumulative dividend structure: The company is not obligated to pay dividends if they are not declared, which can impact total shareholder return stability.
- Dividend restriction: If the company fails to pay full quarterly dividends for 18 months, preferred holders gain the right to elect two directors.
📋 Key Facts
- Closed public offering of 16,000,000 Depositary Shares on February 5, 2026.
- New security: 6.625% Non-Cumulative Perpetual Preferred Stock, Series E.
- Liquidation preference is $1,000 per share (equivalent to $25 per Depositary Share).
- Dividends are non-cumulative; rate is 6.625% until March 15, 2031, then resets to the five-year treasury rate plus 2.830%.
- The Series E ranks pari passu with existing Series A, B, C, and D preferred stock.
- Underwriters include BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, and Morgan Stanley & Co. LLC.
First Citizens BancShares, Inc. announced its financial results for the fourth quarter ended December 31, 2025. The filing includes a press release and financial supplement detailing the company's quarterly performance.
🚩 Red Flags
- Forward-looking statements include risks related to potential bank failures in the industry and volatility in the banking sector.
📋 Key Facts
- Reported earnings results for the quarter ended December 31, 2025.
- Held an investor conference call on January 23, 2026, to discuss the results.
- Included Exhibits 99.1 (Earnings Release), 99.2 (Investor Presentation), and 99.3 (Financial Supplement).
First Citizens BancShares, Inc. announced the planned retirement of Chief Risk Officer Lorie K. Rupp, effective June 1, 2026. She is expected to be succeeded by current Treasurer Tom Eklund.
📋 Key Facts
- Lorie K. Rupp (Chief Risk Officer) notified the company of her intent to retire on January 12, 2026.
- Retirement effective date: June 1, 2026.
- Tom Eklund (current Treasurer) is the designated successor for the CRO role.
- The transition involves both BancShares and First-Citizens Bank & Trust Company.
First Citizens BancShares, Inc. has completed a public offering of 500,000 depositary shares representing interest in its new 7.000% Non-Cumulative Perpetual Preferred Stock, Series D. The offering was conducted via an underwriting agreement with major financial institutions including J.P. Morgan and Morgan Stanley.
🚩 Red Flags
- Non-cumulative dividends: The company is not obligated to pay dividends if it chooses not to, though failure to pay for 18 months grants holders the right to elect two directors.
📋 Key Facts
- Issued 500,000 depositary shares representing a 1/100th interest in each share of Series D Preferred Stock.
- Series D Preferred Stock carries a 7.000% non-cumulative dividend rate until December 15, 2030.
- After Dec 15, 2030, the dividend resets to the five-year Treasury rate plus 3.301%.
- The Series D stock is perpetual with no maturity date and ranks pari passu with Series A, B, and C preferred stock.
- Underwriters include J.P. Morgan Securities LLC, BofA Securities, Inc., Citigroup Global Markets Inc., and Morgan Stanley & Co. LLC.
First Citizens BancShares, Inc. announced its third quarter 2025 financial results via a press release and investor presentation. The filing serves as a standard quarterly earnings update under Items 2.02 and 7.01.
🚩 Red Flags
- Forward-looking statements mention risks related to potential FDIC special assessments, increases in deposit insurance premiums, and the pending acquisition of 138 branches from BMO Bank N.A.
📋 Key Facts
- Report date: October 23, 2025
- Reporting period: Quarter ended September 30, 2025
- The company hosted a conference call on October 23, 2025, to discuss financial results.
- Exhibits include an earnings release (99.1), investor presentation (99.2), and financial supplement (99.3).
First Citizens Bank, a subsidiary of First Citizens BancShares, Inc., has entered into an agreement to acquire 138 branches from BMO Bank N.A. across the Midwest, Great Plains, and West regions. The transaction involves assuming approximately $5.7 billion in deposits and acquiring $1.1 billion in loans.
🚩 Red Flags
- Integration risk associated with acquiring a large number of branches (138).
- Potential for unexpected credit quality issues within the acquired loan portfolio.
- Risk of customer attrition following the branch acquisition.
📋 Key Facts
- Acquisition of 138 branches from BMO Bank N.A.
- Transaction includes assumption of ~$5.7 billion in deposit liabilities.
- Transaction includes acquisition of ~$1.1 billion in loans.
- Expected closing date: mid-2026, subject to regulatory approvals and customary conditions.
- Geographic scope: Midwest, Great Plains, and West regions of the U.S.
First Citizens BancShares, Inc. has issued and sold $600 million in 5.600% Fixed Rate Reset Subordinated Notes due 2035 via a public offering. The issuance was conducted through an underwriting agreement with BofA Securities and Morgan Stanley as representatives.
🚩 Red Flags
- Subordinated debt increases the company's capital structure complexity and sits below senior debt in the priority of claims.
📋 Key Facts
- Aggregate principal amount of notes issued: $600,000,000
- Interest Rate: 5.600% Fixed Rate Reset
- Maturity Date: 2035
- Underwriters: BofA Securities, Inc. and Morgan Stanley & Co. LLC (representatives)
- Registration Statement used: Form S-3 (filed Aug 14, 2024)
First Citizens BancShares announced its Q2 2025 financial results and authorized a new $4.0 billion share repurchase program through 2026. The filing also includes the company's quarterly earnings press release and investor presentation.
🚩 Red Flags
- Forward-looking statements include risks related to potential FDIC special assessments and increases in deposit insurance premiums.
📋 Key Facts
- Announced Q2 2025 results for the period ended June 30, 2025.
- Board of Directors authorized a new share repurchase program (2025 SRP) up to $4.0 billion through 2026.
- The 2025 SRP will commence upon completion of the previously announced 2024 SRP.
- Repurchases can be conducted via open market or privately negotiated transactions, including Rule 10b5-1 plans.
First Citizens BancShares, Inc. announced the appointment of Diane Morais to its Board of Directors, effective July 1, 2025. Ms. Morais will serve on the Risk and Technology Committees.
📋 Key Facts
- Diane Morais appointed to the Board effective July 1, 2025.
- Ms. Morais will serve until the 2026 Annual Meeting of Stockholders or her successor's appointment.
- She is appointed to the Risk Committee and Technology Committee.
- Former President of Consumer and Commercial Banking at Ally Bank (retired 2024).
- Previous leadership experience at Bank of America and Citibank.
- The Board has determined Ms. Morais is 'independent' per Nasdaq listing requirements.
First Citizens BancShares, Inc. reported the results of its 2025 Annual Stockholder’s Meeting held on April 29, 2025. The meeting included the election of 11 directors, a non-binding 'say-on-pay' vote, and the ratification of KPMG LLP as independent auditors.
📋 Key Facts
- The Annual Meeting was held on April 29, 2025.
- All 11 director nominees were successfully elected to one-year terms.
- Stockholders approved the non-binding 'say-on-pay' resolution regarding executive compensation.
- KPMG LLP was ratified as the Company's independent public accountants for 2025 with significant majority support (26,852,211 votes in favor).
- The filing includes results for Class A Common Stock and various preferred stock series.
First Citizens BancShares, Inc. announced its financial results for the first quarter ended March 31, 2025. The filing includes a press release and investor presentation to discuss operations and financial condition.
🚩 Red Flags
- Forward-looking statements highlight risks related to banking industry volatility, FDIC special assessments, and potential regulatory capital changes.
📋 Key Facts
- Reported earnings results for Q1 2025 (ended March 31, 2025).
- Held an investor conference call on April 24, 2025, at 9 a.m. ET.
- Exhibits provided include Earnings Release (99.1), Investor Presentation (99.2), and Financial Supplement (99.3).
First Citizens BancShares, Inc., through its subsidiary First-Citizens Bank & Trust Company, has entered into a termination agreement with the FDIC to end the shared-loss agreement related to the 2023 acquisition of Silicon Valley Bridge Bank assets. The termination is driven by the company's assessment that the likelihood of hitting the $5 billion loss threshold is remote.
🚩 Red Flags
- The termination removes the FDIC loss-sharing safety net for the $60B in covered assets, though management deems the risk of loss remote.
📋 Key Facts
- Termination Agreement signed on April 7, 2025, between FCB and the FDIC.
- The agreement terminates the shared-loss arrangement covering approximately $60 billion in loans from the SVBB Acquisition (March 27, 2023).
- Under the original terms, the FDIC covered 0% of losses up to $5B and 50% thereafter; FCB was responsible for 50% of recoveries.
- As of the termination date, no payments or obligations are outstanding between FCB and the FDIC under this agreement.
- The Purchase Money Note remains active with an outstanding principal of $35.99 billion as of Dec 31, 2024, bearing a fixed interest rate of 3.50% until March 2028.
First Citizens BancShares, Inc. completed a public offering of $1.25 billion in total debt, consisting of $500 million in Senior Notes due 2031 and $750 million in Subordinated Notes due 2040.
🚩 Red Flags
- Significant increase in total debt load via the issuance of $1.25 billion in new notes.
📋 Key Facts
- Issued $500,000,000 aggregate principal amount of 5.231% Fixed-to-Floating Rate Senior Notes due 2031.
- Issued $750,000,000 aggregate principal amount of 6.254% Fixed-to-Fixed Rate Subordinated Notes due 2040.
- The offering was conducted via a public offering pursuant to an existing S-3 registration statement (File No. 333-281553).
- Underwriters were led by Citigroup Global Markets Inc. and J.P. Morgan Securities LLC.
- Transaction date: March 12, 2025.
First Citizens BancShares, Inc. announced its financial results for the fourth quarter ended December 31, 2024. The filing includes an earnings release and investor presentation to discuss operational performance.
🚩 Red Flags
- Forward-looking statements highlight risks including interest rate volatility, geopolitical events, and potential regulatory changes like FDIC special assessments.
📋 Key Facts
- Report date: January 24, 2025
- Reporting period: Quarter ended December 31, 2024
- The company held a conference call on January 24, 2025, to discuss results.
- Exhibits include Earnings Release (99.1), Investor Presentation (99.2), and Financial Supplement (99.3).
First Citizens BancShares, Inc. announced the appointment of Matt Snow to its Board of Directors and Audit Committee, effective January 2, 2025. Mr. Snow is a high-profile accounting professional currently serving as Chairman of the Governing Board of Forvis Mazars.
🚩 Red Flags
- Potential conflict of interest: Forvis Mazars (where Snow is Chairman) has provided ~$0.6M in services to the company since 2023, though the filing notes Forvis Mazars will not provide further services while he serves as a director.
📋 Key Facts
- Matt Snow appointed to the Board of Directors effective January 2, 2025.
- Mr. Snow will serve on the Audit Committee and the Trust Committee of First-Citizens Bank & Trust Company.
- Mr. Snow is a partner at Forvis Mazars, LLP and has extensive experience as an audit partner at KPMG.
- Forvis Mazars has provided professional services to BancShares since 2023, with aggregate fees of approximately $0.6 million.
- The Board determined Mr. Snow will be 'independent' under Nasdaq listing requirements upon his appointment.
First Citizens BancShares, Inc. announced its third quarter 2024 financial results on October 24, 2024. The filing includes the earnings release, investor presentation, and financial supplement.
🚩 Red Flags
- Forward-looking statements acknowledge significant industry risks including potential bank failures, interest rate volatility, and regulatory changes (e.g., FDIC special assessments).
📋 Key Facts
- Reported quarterly results for the period ended September 30, 2024.
- Held a conference call on October 24, 2024, to discuss financial performance.
- Included forward-looking statements regarding business plans and economic risks.
The filing appears to be a technical data dump of XBRL (eXtensible Business Reporting Language) tags and metadata rather than a standard narrative 8-K report. It contains extensive lists of accounting taxonomies, financial statement line items, and historical period markers for First Citizens BancShares Inc.
🚩 Red Flags
- The filing lacks narrative text, management discussion, or formal disclosures typically found in a material event 8-K; it is likely an automated XBRL data submission error or a raw data export.
📋 Key Facts
- The document consists primarily of US-GAAP taxonomy elements (e.g., us-gaap:CommonStockMember, us-gaap:RetainedEarningsMember).
- Includes references to various financial instruments such as USTreasurySecuritiesMember and ResidentialMortgageBackedSecuritiesMember.
- Contains historical data markers spanning from 2020 through 2023.
- References specific entities/events including Silicon Valley Bridge Bank NAMember and FDIC Credit Facility Member.
First Citizens BancShares announced its Q2 2024 financial results and simultaneously authorized a significant share repurchase program of up to $3.5 billion through 2025.
📋 Key Facts
- Announced Q2 2024 results for the period ended June 30, 2024.
- Board of Directors authorized a share repurchase program for Class A common stock.
- The repurchase program is capped at an aggregate amount of $3.5 billion.
- Repurchases are expected to continue through 2025.
- Repurchases may be executed via open market, privately negotiated transactions, or Rule 10b5-1 plans.
First Citizens BancShares, Inc. reported the results of its 2024 Annual Stockholder’s Meeting held on May 1, 2024. The company successfully elected 13 directors and approved key advisory and auditor ratification proposals.
📋 Key Facts
- Annual Meeting held on May 1, 2024.
- All 13 director nominees were elected to one-year terms.
- The 'say-on-pay' non-binding advisory resolution was approved with 22,923,029 votes in favor.
- KPMG LLP was ratified as the independent public accountants for 2024.
- A stockholder proposal requesting a report on the risks of politicized de-banking was rejected (only 552,843 votes 'For' vs. 22,687,494 'Against').
First Citizens BancShares, Inc. announced its financial results for the first quarter ended March 31, 2024. The filing includes an earnings release, investor presentation, and financial supplement.
🚩 Red Flags
- Forward-looking statements include risks related to recent bank failures and industry volatility.
- Mention of potential impacts from FDIC special assessments and increases in deposit insurance premiums.
📋 Key Facts
- Reporting period: Quarter ended March 31, 2024
- Filing date: April 25, 2024
- Included exhibits: Earnings Release (99.1), Investor Presentation (99.2), and Financial Supplement (99.3)
- The company held a conference call on April 25, 2024, to discuss the results.
First Citizens BancShares, Inc. filed an amendment to report the massive acquisition of Silicon Valley Bridge Bank (successor to Silicon Valley Bank) from the FDIC. The transaction involves acquiring $107.54 billion in assets at a significant discount and assuming $61.42 billion in liabilities.
🚩 Red Flags
- Significant complexity in tax treatment and fair value estimates for acquired assets/liabilities.
- Reliance on FDIC assistance and liquidity commitments to manage deposit runoff risks.
- Potential 'true-up' payment to the FDIC of up to $1.5 billion by 2031.
📋 Key Facts
- Acquisition Date: March 27, 2023 (SVBB Acquisition Date).
- Total Assets Acquired: $107.54 billion (including $68.47B in loans and $35.31B in cash/deposits).
- Total Liabilities Assumed: ~$61.42 billion, including $56.01 billion in customer deposits.
- Acquisition Terms: Assets acquired at a discount of approximately $16.45 billion; deposits acquired without a premium.
- Financing: Issued a five-year $35 billion note to the FDIC (Purchase Money Note) and an up to $70 billion liquidity line (Advance Facility Agreement).
- Loss Sharing: Entered into a Shared-Loss Agreement with the FDIC covering ~$60.5 billion of funded loans.
- Preliminary Gain: Recorded a preliminary after-tax gain on acquisition of $9.81 billion.
First Citizens BancShares, Inc. announced its financial results for the fourth quarter ended December 31, 2023. The filing includes an earnings release and investor presentation to discuss the company's operational performance.
🚩 Red Flags
- Mention of risks related to the FDIC-assisted transaction with Silicon Valley Bridge Bank, N.A., including potential integration difficulties and unexpected liabilities.
- Risk disclosure regarding the impact of recent bank failures and market volatility on the company's business.
📋 Key Facts
- Reported results of operations for the quarter ended December 31, 2023.
- Held a conference call on January 26, 2024, to discuss financial results.
- Included exhibits: Earnings Release (99.1), Investor Presentation (99.2), and Financial Supplement (99.3).
- Disclosed forward-looking statements regarding business plans, asset quality, and future performance.
This is an amendment (8-K/A) to a previously filed 8-K, filed solely to correct a typographical error regarding the effective date of a new officer's appointment. The filing clarifies that Gregory L. Smith was appointed as Chief Information & Operations Officer effective January 9, 2024, rather than the incorrectly stated date in the original report.
🚩 Red Flags
- None identified; this is a corrective filing for a clerical error.
📋 Key Facts
- Filing is an Amendment (8-K/A) to a report filed on January 16, 2024.
- Purpose: To correct a typographical error in Item 5.02 regarding an officer's appointment date.
- Gregory L. Smith appointed as Chief Information & Operations Officer.
- Correct effective date of appointment: January 9, 2024 (previously incorrectly reported as January 9, 2023).
- The amendment does not change any other information from the original report.
First Citizens BancShares, Inc. announced the appointment of Gregory L. Smith as Chief Information & Operations Officer, effective January 9, 2024. Mr. Smith joins from TD Bank Financial Group and will oversee technology, operations, cyber, and data functions.
🚩 Red Flags
- None identified in this filing.
📋 Key Facts
- Appointment of Gregory L. Smith as Chief Information & Operations Officer, effective Jan 9, 2024.
- Mr. Smith's compensation includes a $600,000 annual base salary and a $100,000 signing bonus.
- Includes potential performance bonuses of up to $1.8 million each for the 2024 and 2025 performance years.
- Long-term cash payments of $100,000 scheduled for Jan 2025, Jan 2026, and Jan 2027.
- Relocation package includes a $50,000 allowance subject to relocation by Jan 8, 2025.