FIRST BANCORP ANNOUNCES ACQUISITION OF FIRST CAROLINA BANCSHARES CORPORATION TO EXPAND ITS SOUTH CAROLINA PRESENCE

Rhea-AI Summary

First Bancorp (Nasdaq: FBNC), parent of First Bank, signed a definitive agreement to acquire First Carolina Bancshares, parent of Carolina Bank & Trust, in a stock-and-cash deal valued at $166 million, based on a $64.22 FBNC share price on July 13, 2026. Consideration totals 1,967,017 FBNC shares plus $40 million in cash.

The merger, unanimously approved by both boards, is expected to close in Q4 2026 or early Q1 2027, subject to First Carolina shareholder and regulatory approvals. Carolina Bank, a privately held community bank in Florence, South Carolina, has about $831 million in assets, 14 branches across six counties, and an LTM ROAA of 1.60% for the twelve months ended March 31, 2026.

According to First Bancorp, the combination will expand its South Carolina presence and, on a pro forma basis, place First Bank in the top 10 for deposit market share in both North and South Carolina using June 30, 2025 FDIC data. First Bancorp also plans to release quarterly earnings on July 22, 2026, which are expected to align with market expectations and past performance.

Positive

• $166 million stock-and-cash acquisition of First Carolina
• Consideration includes 1,967,017 FBNC shares and $40 million cash
• Carolina Bank assets of approximately $831 million
• Carolina Bank LTM ROAA of 1.60% to March 31, 2026
• Pro forma top-10 deposit share in North and South Carolina
• Earnings on July 22, 2026 expected in line with prior performance

Negative

• None.

News Explained

If completed, FBNC will pay First Carolina shareholders $40 million and issue 1,967,017 shares, reducing existing holders’ percentage ownership absent offsets.

The July 14, 2026 release reports a signed definitive merger agreement, but the transaction remains pending shareholder and regulatory approvals, and if completed, First Bancorp will pay First Carolina shareholders $40 million and issue 1,967,017 FBNC shares, reducing existing common holders’ percentage ownership absent offsetting changes.

Issuing the stated additional common shares increases the total share count and lowers each existing holder’s percentage ownership; that dilution is conditional on the merger closing.

The next specified source of transaction detail is an investor presentation that First Bancorp and First Carolina say they will file with the SEC.

News Market Reaction – FBNC

-0.37%

-0.37% Session close to close

In the Jul 14 session, FBNC declined 0.37%, reflecting a mild negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

With FBNC trading about 2.79% below its 52‑week high and short interest categorized as low, the Caro...

Analysis

With FBNC trading about 2.79% below its 52‑week high and short interest categorized as low, the Carolina Bank acquisition and upcoming July 22 earnings arrive against a relatively stable backdrop, though recent net insider selling remains a risk to monitor.

Key Figures

Transaction value: $166 million Reference stock price: $64.22 Stock consideration: 1,967,017 shares +5 more

8 metrics

Transaction value $166 million Aggregate value of First Carolina acquisition based on FBNC stock price

Reference stock price $64.22 FBNC share price used to value the transaction on July 13, 2026

Stock consideration 1,967,017 shares FBNC common stock to be issued to First Carolina shareholders

Cash consideration $40 million Cash component payable to First Carolina shareholders

Carolina Bank assets $831 million Approximate asset size of Carolina Bank at announcement

Branch count 14 branches Carolina Bank branches across six South Carolina counties

LTM ROAA 1.60% Return on average assets for twelve months ended March 31, 2026

Earnings release date July 22, 2026 Planned release date for First Bancorp quarterly earnings

Historical Context

5 past events · Latest: Jun 12 (Positive)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Jun 12	Dividend declaration	Positive	+0.8%	Announced $0.24 per share cash dividend with supporting operating commentary.
Apr 30	Leadership appointment	Neutral	+0.5%	Named Triangle Regional Executive to drive growth and client engagement initiatives.
Apr 28	Board appointments	Neutral	-3.7%	Added two new directors with investment and education system backgrounds.
Apr 22	Earnings results	Positive	+3.0%	Reported strong Q1 2026 earnings with higher EPS and improved efficiency metrics.
Apr 07	Leadership appointment	Neutral	-0.9%	Appointed leader for specialty businesses to oversee multiple lending platforms.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent news for FBNC has generally seen modestly positive share reactions, with occasional divergences around management and governance updates.

Key Terms

definitive merger agreement, return on average assets, fdic

3 terms

definitive merger agreement financial

"announced the signing of a definitive merger agreement under which First Bancorp will acquire"

A definitive merger agreement is the final, signed contract that sets the exact terms for two companies to combine, including the price, payment method, conditions to closing, and what happens if the deal falls apart. For investors it matters because it turns a tentative plan into a legally binding arrangement—like signing a mortgage rather than agreeing to look at a house—so it often has an immediate effect on share prices and clarifies the risks from regulatory approval, financing or breakup fees.

return on average assets financial

"one of the top-performing community banks based in the Carolinas with an LTM return on average assets of 1.60%"

Return on average assets (ROAA) measures how efficiently a company turns its assets into profit by comparing profit after expenses to the average value of its assets over a period (usually the average of beginning and ending assets). It matters to investors because it shows how well management uses the company’s resources to generate returns—think of it as how much profit a baker earns from the oven space they actually used over time.

fdic regulatory

"First Bank will rank in the top 10 for deposit market share in both North and South Carolina based on June 30, 2025 FDIC deposit data."

The Federal Deposit Insurance Corporation (FDIC) is a U.S. government agency that protects individual and business bank deposits by insuring accounts up to a set limit, acting like a safety net for savers if a bank fails. It matters to investors because FDIC insurance reduces the chance of sudden losses for depositors, supports confidence in the banking system, and can influence the perceived risk and stock value of banks and financial firms.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SOUTHERN PINES, N.C. and FLORENCE, S.C., July 14, 2026 /PRNewswire/ -- First Bancorp (Nasdaq: FBNC), the parent company of First Bank, and First Carolina Bancshares Corporation ("First Carolina"), the parent company of Carolina Bank & Trust Company ("Carolina Bank"), announced the signing of a definitive merger agreement under which First Bancorp will acquire First Carolina in a stock and cash transaction with an aggregate value of $166 million, based on First Bancorp's stock price of $64.22 as of July 13, 2026. The consideration payable to First Carolina shareholders consists of 1,967,017 shares of First Bancorp common stock and $40 million in cash.

The merger agreement, unanimously approved by the board of directors of each company, is expected to close in the fourth quarter of 2026 or early in the first quarter of 2027, subject to customary closing conditions, including First Carolina shareholder approval and regulatory approval. 

Carolina Bank is a privately held community bank headquartered in Florence, South Carolina with approximately $831 million in assets. Founded in 1936, the Bank has had a longstanding presence in the Pee Dee region of South Carolina and operates 14 branches across six counties in the state. Offering a full range of financial services to individuals and small to mid-sized businesses, Carolina Bank is one of the top-performing community banks based in the Carolinas with an LTM return on average assets of 1.60% for the twelve months ended March 31, 2026.

"Carolina Bank has deep roots in the communities it serves and a strong reputation for relationship-based banking," said Adam Currie, President and Chief Executive Officer of First Bank. "Their approach to serving customers aligns closely with our own, and we look forward to building on that foundation together. Carolina Bank's model of local decision-making, with lending and service supported by bankers who live and work in their communities, reflects the same principles that have guided First Bank's growth across the Carolinas."

"This partnership brings together two organizations that share a commitment to community banking," said Rick Beasley, Chairman and Chief Executive Officer of Carolina Bank. "Our customers will benefit from expanded resources, while continuing to work with the team they know and trust."

Upon completion of the transaction, First Bancorp will strengthen its presence in South Carolina and enhance its ability to serve customers across the state. On a pro forma basis, First Bank will rank in the top 10 for deposit market share in both North and South Carolina based on June 30, 2025 FDIC deposit data. The combination is expected to increase First Bank's scale in key markets and support continued growth in commercial and retail banking and wealth management services throughout its entire footprint.

First Bancorp plans to release quarterly earnings on July 22, 2026 which are expected to be in line with market expectations and past performance.

Stephens Inc. served as financial advisor to First Bancorp, and Brooks, Pierce, McLendon, Humphrey & Leonard, LLP provided legal counsel. Piper Sandler & Co. served as financial advisor to First Carolina, and Nelson Mullins Riley & Scarborough LLP served as legal counsel.

INVESTOR PRESENTATION

Further information on the terms of this transaction will be included in an Investor Presentation to be filed by First Bancorp and First Carolina with the Securities and Exchange Commission (the "SEC").

FIRST BANCORP

First Bancorp is a bank holding company headquartered in Southern Pines, North Carolina. Its principal activity is the ownership and operation of First Bank, a state-chartered community bank established in 1935 providing a full range of financial services. First Bank operates a network of branches across North Carolina and South Carolina and focuses on delivering tailored financial solutions supported by local expertise. First Bancorp's common stock is traded on the NASDAQ Global Select Market under the symbol "FBNC." Visit our website at www.LocalFirstBank.com. Member FDIC, Equal Housing Lender.

FIRST CAROLINA BANCSHARES CORPORATION

First Carolina Bancshares Corporation is a bank holding company headquartered in Florence, South Carolina. Its principal activity is the ownership and operation of Carolina Bank & Trust, a community bank established in 1936. Carolina Bank & Trust provides banking, lending, and wealth management services to individuals and businesses across northeastern South Carolina. The Bank operates multiple branches across six South Carolina counties and is guided by a long-standing commitment to local decision-making and community relationships.

FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements, including statements regarding the expected completion and benefits of the proposed merger between First Bancorp and First Carolina. These statements are subject to risks and uncertainties that may cause actual results to differ materially. Factors that could affect results include, among others, the ability to obtain regulatory and shareholder approvals, the level of success of First Bancorp's integration efforts, and general economic conditions.

ADDITIONAL INFORMATION ABOUT THE PROPOSED TRANSACTION AND WHERE TO FIND IT

This communication is being made in respect of the proposed transaction involving First Bancorp and First Carolina. This material is not a solicitation of any vote or approval by the shareholders of First Carolina and is not a substitute for the proxy statement/prospectus or any other documents which First Carolina may send to its shareholders in connection with the proposed merger. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities.

In connection with the proposed transaction, First Bancorp intends to file with the SEC a Registration Statement on Form S-4 ("Registration Statement") that will include a proxy statement of First Carolina and a prospectus of First Bancorp, as well as other relevant documents concerning the proposed transaction. Investors and security holders are also urged to carefully review and consider First Bancorp's public filings with the SEC, including but not limited to its Annual Reports on Form 10-K, its proxy statements, its Current Reports on Form 8-K and its Quarterly Reports on Form 10-Q. First Carolina will mail the proxy statement/prospectus to its shareholders. BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS, INVESTORS AND SHAREHOLDERS OF FIRST CAROLINA ARE URGED TO CAREFULLY READ THE ENTIRE REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED MERGER WHEN THEY BECOME AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders may obtain a free copy of the proxy statement/prospectus (when available) and other filings containing information about First Bancorp at the SEC's website www.sec.gov. Investors and security holders may also obtain free copies of the documents filed with the SEC by First Bancorp on its website at www.localfirstbank.com.

First Bancorp, First Carolina and certain of their respective directors and executive officers, under the SEC's rules, may be deemed to be participants in the solicitation of proxies of First Carolina's shareholders in connection with the proposed transaction. Information about First Bancorp's directors and executive officers and their ownership of First Bancorp common stock is set forth in the proxy statement for First Bancorp's 2026 Annual Meeting of Shareholders, as filed with the SEC on Schedule 14A on March 19, 2026. Other information regarding the persons who may, under the SEC's rules, be deemed to be participants in the solicitation of proxies of First Carolina's shareholders in connection with the proposed transaction, and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus regarding the proposed transaction and other relevant materials to be filed with the SEC when they become available. Free copies of this document may be obtained as described in the preceding paragraph.

View original content to download multimedia:https://www.prnewswire.com/news-releases/first-bancorp-announces-acquisition-of-first-carolina-bancshares-corporation-to-expand-its-south-carolina-presence-302824371.html

SOURCE First Bancorp; First Carolina Bancshares Corporation

FAQ

What are the terms of First Bancorp (FBNC) acquiring First Carolina Bancshares?

First Bancorp will acquire First Carolina Bancshares in a stock-and-cash transaction valued at $166 million. According to First Bancorp, consideration totals 1,967,017 FBNC shares plus $40 million in cash, based on a July 13, 2026 share price of $64.22.

When is the First Bancorp (FBNC) and First Carolina Bancshares merger expected to close?

The merger is expected to close in Q4 2026 or early Q1 2027. According to First Bancorp, timing depends on customary closing conditions, including First Carolina shareholder approval and required regulatory approvals being obtained without unexpected delays.

How will the First Carolina Bancshares acquisition affect First Bancorp’s South Carolina presence?

The acquisition will expand First Bancorp’s footprint across South Carolina through Carolina Bank’s 14 branches. According to First Bancorp, the combined bank is expected to rank in the top 10 for deposit market share in both North and South Carolina on a pro forma basis.

What are Carolina Bank’s key financials in the First Bancorp (FBNC) deal?

Carolina Bank has approximately $831 million in assets and strong profitability. According to First Bancorp, Carolina Bank reported a last twelve months return on average assets (ROAA) of 1.60% for the twelve months ended March 31, 2026, positioning it among top-performing community banks in the Carolinas.

How much stock and cash will First Carolina Bancshares shareholders receive from First Bancorp (FBNC)?

First Carolina shareholders will receive 1,967,017 shares of First Bancorp common stock plus $40 million in cash in aggregate. According to First Bancorp, this mix of stock and cash implies a total transaction value of $166 million based on the referenced FBNC share price.

Will the First Bancorp (FBNC) acquisition change its market position in the Carolinas?

Yes, the combination is expected to enhance First Bancorp’s competitive position across the Carolinas. According to First Bancorp, First Bank will rank in the top 10 for deposit market share in both North and South Carolina using June 30, 2025 FDIC deposit data.

When will First Bancorp (FBNC) report earnings after announcing the First Carolina deal?

First Bancorp plans to release quarterly earnings on July 22, 2026. According to First Bancorp, these results are expected to be broadly in line with market expectations and its past performance, providing additional context for investors evaluating the announced acquisition.