First Bancorp (Nasdaq: FBNC) buys First Carolina in $166M bank deal
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
First Bancorp agreed to acquire First Carolina Bancshares, parent of Carolina Bank & Trust, in a stock-and-cash merger valued at $166 million, or $64.22 per First Carolina share. First Carolina shareholders will receive 14.5340 First Bancorp shares plus $294.94 in cash for each share, totaling about 1,967,017 shares of First Bancorp stock and $40 million in cash.
Carolina Bank, a privately held community bank with about $831 million in assets, will merge into First Bank, expanding First Bancorp’s South Carolina footprint and giving it a top-10 deposit market share in both North and South Carolina. The transaction is expected to close in the fourth quarter of 2026 or early in the first quarter of 2027, subject to First Carolina shareholder approval, regulatory approvals and other customary conditions. Certain First Carolina insiders have signed support, claims-release and non-competition agreements.
First Bancorp projects low single-digit EPS accretion, about 1% tangible book value dilution with a 1.7-year earnback, and an internal rate of return above 20%, while maintaining strong pro forma capital ratios, including 10.1% tangible common equity to tangible assets and 16.7% total risk-based capital at closing.
Positive
- The acquisition of Carolina Bank is projected to deliver ~3% EPS accretion with only ~1% tangible book value dilution, a 1.7-year earnback period and an internal rate of return above 20%.
- The combined franchise is expected to reach about $13.8B in assets and $11.7B in deposits, with top-10 deposit market share in both North and South Carolina, enhancing regional scale.
Negative
- None.
Insights
Analyzing...
8-K Event Classification
3 items: 1.01, 8.01, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Transaction Value: $166 million
Shares Issued: 1,967,017 shares
Cash Consideration: $40 million
+5 more
8 metrics
Transaction Value
$166 million
Aggregate stock-and-cash merger consideration for First Carolina Bancshares
Shares Issued
1,967,017 shares
First Bancorp common stock to be issued to First Carolina shareholders
Cash Consideration
$40 million
Total cash portion of consideration payable to First Carolina shareholders
Per-Share Cash Component
$294.94
Cash amount per First Carolina share in addition to First Bancorp stock
Carolina Bank Assets
$831 million
Approximate total assets of Carolina Bank at announcement
Target Cost Savings
30%
Planned reduction of Carolina Bank noninterest expense from merger synergies
EPS Accretion
~3%
Projected fully-phased earnings per share accretion for First Bancorp
Tangible Common Equity Ratio
10.1%
Pro forma tangible common equity to tangible assets at closing
Key Terms
Agreement and Plan of Merger and Reorganization, Support Agreement, core deposit intangible, tangible book value, +1 more
5 terms
Agreement and Plan of Merger and Reorganization regulatory
"entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”)"
Support Agreement regulatory
"have entered into a Support Agreement, Claims Letter and Non-Competition and Non-Disclosure Agreement"
A support agreement is a written commitment in which one or more parties promise to take specific actions—such as lending money, voting a certain way, or providing other help—to back a corporate deal, restructuring or financing. For investors it matters because these promises raise the chances a plan will succeed and reduce uncertainty about who will pay or vote for what; think of it like neighbors formally agreeing to chip in and carry out a shared repair so everyone knows it will get done.
core deposit intangible financial
"Core deposit intangible of 3.00% of non-time deposits, amortized over 10 years"
Core deposit intangible is an accounting asset that represents the value of customer deposits a bank gains, usually through an acquisition, because those deposits provide a stable, low-cost source of funding. Think of it like paying for a loyal customer list that will save the bank money over time; it is written down over several years and affects reported earnings and the apparent cost of acquiring new funds, so investors watch it to understand future profitability and capital impact.
tangible book value financial
"Initial TBV Dilution TBV Earnback (Crossover)(2) ~3% ~1% 1.7 Years"
Tangible book value is the accounting measure of a company’s net worth after removing intangible items like goodwill, patents and trademarks, leaving only physical and financial assets minus liabilities. For investors it offers a clearer view of the company’s hard-asset backing per share—like estimating the cash you could get by selling the furniture, machinery and cash in a house—helping gauge downside risk and whether a stock may be cheaply valued.
Pee Dee Region financial
"Pee Dee Region, as defined by the Pee Dee Regional Council of Governments"
FAQ
When is the First Bancorp (FBNC) and First Carolina merger expected to close?
The merger is expected to close in the fourth quarter of 2026 or early in the first quarter of 2027. Completion depends on First Carolina shareholder approval, required regulatory approvals, effectiveness of a Form S-4 registration statement, and other customary closing conditions.
How will the First Carolina acquisition impact First Bancorp’s financial metrics?
First Bancorp projects low single-digit EPS accretion, about 1% tangible book value dilution with a 1.7-year earnback and an IRR above 20%. Pro forma capital remains strong, with 10.1% tangible common equity to tangible assets and 16.7% total risk-based capital at close.
What is Carolina Bank’s size and performance profile in the FBNC deal?
Carolina Bank is a privately held community bank with approximately $831 million in assets, $596 million in loans and $714 million in deposits. It reported an LTM ROAA of 1.60% and a 1.47% first-quarter 2026 cost of deposits across 14 South Carolina branches.
What approvals and support agreements are involved in the First Bancorp–First Carolina merger?
Closing requires First Carolina shareholder approval and regulatory approvals. Certain directors, executives and shareholders signed Support Agreements committing at least 40% of outstanding First Carolina shares to vote for the merger, alongside claims-release and two-year non-competition and non-solicitation agreements.
Is there a termination fee in the First Bancorp (FBNC) and First Carolina merger agreement?
Yes. Under specified circumstances, First Carolina may be required to pay First Bancorp a $6.4 million termination fee. The merger agreement also includes customary termination rights for regulatory denials, shareholder vote failure, uncured breaches or failure to close by June 30, 2027.
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
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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)) | ||||||||
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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 ☐
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First Bancorp
INDEX
| Page | |||||
| Item 1.01 – Entry into a Material Definitive Agreement | 3 | ||||
| Item 8.01 – Other Events | 4 | ||||
| Item 9.01 – Financial Statements and Exhibits | 4 | ||||
| Signatures | 6 | ||||
Exhibit 2.1 – Agreement and Plan of Merger, dated July 14, 2026, by and between First Bancorp and First Carolina Bancshares Corporation | 7 | ||||
Exhibit 99.1 – News Release dated July 14, 2026 | 119 | ||||
Exhibit 99.2 – Investor Presentation dated July 14, 2026 | 121 | ||||
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Item 1.01 – Entry into a Material Definitive Agreement
Agreement and Plan of Merger and Reorganization
On July 14, 2026, First Bancorp, the holding company for First Bank, Southern Pines, North Carolina, entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with First Carolina Bancshares Corporation (“First Carolina”), the holding company for Carolina Bank & Trust Company (“Carolina Bank”), Florence, South Carolina. Under the Merger Agreement, First Carolina will merge with and into First Bancorp (the “Merger”) and Carolina Bank will merge with and into First Bank.
The aggregate merger consideration has a total current value of approximately $166 million, or $64.22 per share.
Subject to the terms and conditions of the Merger Agreement, First Carolina’s shareholders will receive 14.5340 shares of First Bancorp common stock and cash in the amount of $294.94 for each share of First Carolina common stock. The parties anticipate closing the Merger during the fourth quarter of 2026 or early in the first quarter of 2027.
The Merger Agreement has been unanimously approved by the boards of directors of each of First Bancorp and First Carolina. The closing of the Merger is subject to approval by First Carolina’s shareholders, requisite regulatory approvals, the effectiveness of a registration statement to be filed by First Bancorp with respect to the First Bancorp common stock to be issued in the Merger, and other customary closing conditions.
The Merger Agreement may be terminated in certain circumstances, including: (i) by mutual written agreement of the parties; (ii) by either party in the event of a breach by the other party of any representation, warranty, covenant, or other agreement contained in the Merger Agreement which has not been cured within 30 days and where such breach is reasonably likely to permit such party to refuse to consummate the Merger; (iii) by either party in the event that any consent of any required regulatory authority is denied by final action, any regulatory authority whose approval is required has requested or directed either of the parties to withdraw its application for approval of the Merger, or any law or order prohibiting the Merger shall become final and nonappealable; (iv) by either party if the requisite approval by First Carolina’s shareholders is not obtained; (v) by either party in the event that the Merger is not consummated by June 30, 2027; (vi) by First Bancorp in the event that First Carolina’s board of directors does not recommend approval of the Merger Agreement to its shareholders; or (vii) by First Carolina, prior to approval of its shareholders, to enter into a superior proposal. Upon termination of the Merger Agreement, under certain circumstances First Carolina may be required to pay First Bancorp a termination fee of $6.4 million.
The foregoing summary of the Merger Agreement is qualified in its entirety by reference to the complete text of such document, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and which is incorporated herein by reference. The related press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The representations, warranties and covenants of each party set forth in the Merger Agreement have been made only for purposes of, and were and are solely for the benefit of the parties to, the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosure memoranda made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, the representations and warranties may not describe the actual state of affairs at the date they were made or at any other time, and investors should not rely on them as statements of fact. In addition, such representations and warranties (i) will not survive consummation of the Merger, unless otherwise specified therein, and (ii) were made only as of the date of the Merger Agreement or such other date as is specified in the Merger Agreement. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the parties’ public disclosures. Accordingly, the Merger Agreement is included with this filing only to provide investors with information regarding the terms of the Merger Agreement, and not to provide investors with any other factual information regarding First Carolina or First Bancorp, their respective affiliates or their respective businesses. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding First Carolina, First Bancorp, their respective affiliates or their respective businesses, the Merger Agreement and the Merger that will be contained in, or incorporated by reference into, the registration statement on Form S-4 that will include a proxy statement of First Carolina and a prospectus of First Bancorp, as well as in the Forms 10-K, Forms 10-Q, Forms 8-K and other filings that First Bancorp makes with the U.S. Securities and Exchange Commission (“SEC”).
Support Agreements; Claims Letters; and Non-Competition and Non-Disclosure Agreements
In connection with entering into the Merger Agreement, each of the directors and certain executive officers and shareholders of First Carolina have entered into a Support Agreement, Claims Letter and Non-Competition and Non-Disclosure Agreement. The Support Agreements generally require that the shareholders party thereto vote at least forty percent (40%) of the outstanding shares of First Carolina common stock in favor of the Merger and against alternative transactions and generally prohibit such shareholders from transferring their shares of First Carolina common stock prior to shareholder approval of the Merger. The Support Agreements will terminate upon the earlier of the consummation of the Merger, the amendment of the Merger Agreement in any manner that materially and adversely affects any of shareholder’s rights set forth therein (including,
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for a reduction to the merger consideration not contemplated in the Merger Agreement), the termination of the Agreement in accordance with its terms, and July 14, 2028.
The Claims Letters generally provide for the release of any claims that the directors, executive officers and shareholders party thereto may have against First Carolina, Carolina Bank, their directors and officers, and respective successors and assigns, effective upon the consummation of the Merger.
The Non-Competition and Non-Disclosure Agreements generally provide that the directors, executive officers and shareholders party thereto will not (i) disclose or use any Confidential Information or Trade Secrets (as defined therein); or (ii) solicit customers, or prospective customers, of Carolina Bank for the purpose of providing competitive products or services, act as a shareholder, director, manager, officer or employee of any competing business located within the Restricted Territory (as defined therein), or solicit or recruit or attempt to solicit or recruit, any employee of First Bancorp or Carolina Bank, in each case for a period of two years after the consummation of the Merger.
The foregoing summary of the Support Agreement, Claims Letters, and Non-Competition and Non-Disclosure Agreements is qualified in its entirety by reference to the complete text of such documents, which are included as Exhibits B, C and D to the Merger Agreement, filed as Exhibit 2.1 to this Current Report on Form 8-K and which is incorporated herein by reference.
Item 8.01 – Other Events
On July 14, 2026, First Bancorp and First Carolina issued a joint press release announcing the execution of the Merger Agreement and First Bancorp released an investor presentation further describing the proposed transaction. Copies of the joint press release and investor presentation are attached hereto as Exhibits 99.1 and 99.2.
Item 9.01 – Financial Statements and Exhibits
(d) Exhibits. The following exhibit index lists the exhibits that are furnished with this Current Report on Form 8-K:
| Exhibit No. | Description | |||||||
2.1 | Agreement and Plan of Merger, dated July 14, 2026, by and between First Bancorp and First Carolina Bancshares Corporation | |||||||
99.1 | Joint Press Release dated July 14, 2026, announcing the Merger Agreement. | |||||||
99.2 | Investor Presentation dated July 14, 2026. | |||||||
Cautionary Statements Regarding Forward-Looking Information
This Current Report on Form 8-K contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. In general, forward-looking statements usually use words such as “may,” “believe,” “expect,” “anticipate,” “intend,” “will,” “should,” “plan,” “estimate,” “predict,” “continue” and “potential” or by variations of such words or by similar expressions. Such forward-looking statements include, but are not limited to, statements about the benefits of the combination of First Bancorp and First Carolina, including future financial and operating results, expected cost savings, expected impact on future earnings, the combined company's plans, objectives, expectations and intentions and other statements that are not historical facts. These forward-looking statements are subject to numerous assumptions, risks and uncertainties which change over time. Forward-looking statements speak only as of the date they are made and you are cautioned not to place undue reliance on any forward-looking statements. We assume no duty to update forward-looking statements.
In addition to factors previously disclosed in First Bancorp’s reports filed with the SEC, the following factors among others, could cause actual results to differ materially from forward-looking statements: expected benefits may not materialize in the time frames expected or at all, or may be more costly to achieve; the Merger may not be timely completed, if at all; prior to completion of the Merger or thereafter, the parties’ respective businesses may not perform as expected due to transaction-related uncertainties or other factors; the parties may be unable to implement successful integration strategies; the required regulatory, shareholder, or other closing conditions may not be satisfied in a timely manner, or at all; reputational risks and the reaction of the parties’ customers to the Merger; diversion of management time to Merger-related issues; deposit attrition, operating costs, customer losses and business disruption following the Merger, including adverse effects on relationships with employees, may be greater than expected; and legislative or regulatory changes, including changes in accounting standards, may adversely affect the businesses in which First Bancorp and First Carolina are engaged. First Bancorp and First Carolina caution that the foregoing list of factors is not exclusive. Consequently, no forward-looking statement can be guaranteed. All subsequent written and oral forward-looking statements concerning the proposed transaction or other matters attributable to First Bancorp and First Carolina or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Neither First Carolina nor First Bancorp undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. For any forward-looking statements made in this Current Report on Form 8-K, the exhibits hereto or any related documents, First Bancorp and First Carolina claim protection of
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the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
Additional Information and Where to Find It
This communication is being made in respect of the Merger involving First Bancorp and First Carolina. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the Merger, First Bancorp will file with the SEC a registration statement on Form S-4 that will include a proxy statement/prospectus for First Carolina’s shareholders. First Bancorp also plans to file other documents with the SEC regarding the Merger. First Carolina will mail the final proxy statement/prospectus to its shareholders. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE ENTIRE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. The proxy statement/prospectus, as well as other filings containing information about First Bancorp, will be available without charge, at the SEC’s website (http://www.sec.gov). Copies of the proxy statement/prospectus and other documents filed with the SEC in connection with the Merger can also be obtained, when available, without charge, from First Bancorp’s website (http://www.localfirstbank.com) and First Carolina’s website (https://www.carolinabank.net).
Participants in the Merger Solicitation
First Carolina and certain of its directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the shareholders of First Carolina in respect of the Merger. Information regarding the directors and executive officers of First Carolina and other persons who may be deemed participants in the solicitation of First Carolina’s shareholders in connection with the Merger will be included in the proxy statement/prospectus and other relevant documents regarding the Merger filed with the SEC when they become available.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| FIRST BANCORP | ||||||||||||||||||||
| July 14, 2026 | By: | /s/ Richard H. Moore | ||||||||||||||||||
| Richard H. Moore | ||||||||||||||||||||
| Chief Executive Officer | ||||||||||||||||||||
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FOR RELEASE:
Katie Doyle
Head of Marketing & Communications
kdoyle@localfirstbank.com
336-286-8741
FIRST BANCORP ANNOUNCES ACQUISITION OF FIRST CAROLINA BANCSHARES CORPORATION TO EXPAND ITS SOUTH CAROLINA PRESENCE
July 14, 2026
SOUTHERN PINES, N.C. and FLORENCE, S.C.
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.
First Bancorp July 14, 2026 Acquisition of First Carolina Bancshares Corporation
Important Information Caution Regarding Forward-Looking Statements This presentation contains certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995, including those regarding First Bancorp's expectations or predictions of future financial or business performance or conditions. The forward-looking statements are inherently subject to risks and uncertainties. Forward-looking statements are typically identified by words such as "believe," "expect," "anticipate," "intend," "target," "estimate," "continue," "positions," "prospects" or "potential," by future conditional verbs such as "will," "would," "should," "could" or "may", or by variations of such words or by similar expressions. Such forward-looking statements include, but are not limited to, statements about future financial and operating results, expected cost savings, expected impact on future earnings, the Company's plans, objectives, expectations and intentions and other statements that are not historical facts. These forward-looking statements are subject to numerous assumptions, risks and uncertainties which change over time. Forward-looking statements speak only as of the date they are made and you are cautioned not to place undue reliance on any forward-looking statements. We assume no duty to update forward-looking statements. In addition to factors previously disclosed in First Bancorp’s reports filed with the Securities and Exchange Commission (“SEC”), including without limitation its Annual Reports on Form 10-K, its Quarterly Reports on Form 10-Q, and its Current Reports on Form 8-K, the following factors, among others, could cause actual results to differ materially from forward-looking statements: ability to obtain regulatory approvals and meet other closing conditions to the merger, including approval by First Carolina Bancshares Corporation's shareholders, on the expected terms and schedule; delay in closing the merger; difficulties and delays in integrating the First Bancorp and First Carolina Bancshares Corporation businesses or fully realizing cost savings and other benefits; business disruption following the proposed transaction; changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer borrowing, repayment, investment and deposit practices; the introduction, withdrawal, success and timing of business initiatives; competitive conditions; the inability to realize cost savings or revenues or to implement integration plans and other consequences associated with mergers, acquisitions and divestitures; economic conditions; the reaction to the transaction of the companies' customers, employees and counterparties; and the impact, extent and timing of technological changes, capital management activities, and other actions of the Board of Governors of the Federal Reserve and legislative and regulatory actions and reforms. This presentation contains financial information, performance measures and statements that include non-GAAP (Generally Accepted Accounting Principles) measures and should be read along with related earnings releases and Forms 10-Q/K for the respective quarters and period ends, which provide a reconciliation of non-GAAP measures to GAAP measures. Management believes that these non-GAAP measures provide additional useful information that allows readers to evaluate the ongoing performance of First Bancorp. Non-GAAP measures should not be considered as an alternative to any measure of performance or financial condition as determined in accordance with GAAP, and investors should consider the Company’s performance and financial condition as reported under GAAP and all other relevant information when assessing the performance or financial condition of First Bancorp. Non-GAAP measures have limitations as analytical tools, and investors should not consider them in isolation or as a substitute for analysis of the Company’s results or financial condition as reported under GAAP. Non-GAAP Measures 2
Transaction Summary First Bancorp (“FBNC”), parent company of First Bank Southern Pines, NC Established 1935 Buyer First Carolina Bancshares Corporation (“First Carolina”), parent company of Carolina Bank & Trust (“Carolina Bank”) Florence, SC Established 1936 Seller 1,967,017 shares issued to First Carolina shareholders Approximately $40 million in cash ~75% stock / 25% cash consideration Consideration Transaction Value & Multiples Approximately 95% FBNC / 5% First CarolinaPro Forma Ownership Rick Beasley, Carolina Bank Chairman and CEO, and Bubba DeMaurice, Carolina Bank CFO, will retire upon consummation of the transaction Brian Falcone, James Morphis and Vera Herbert will remain with First Bank in local leadership roles Leadership & Governance First Carolina shareholder approval and customary regulatory approvals Expected closing in late Q4’26 or early Q1’27 Systems integration scheduled for Q1’27 Required Approvals (1) Based upon a FBNC closing 10-Day Volume Weighted Average Price of $60.88 as of 6/23/26 and 135,339 First Carolina shares outstanding. (2) Based upon a FBNC closing spot price of $64.22 as of 7/13/26 and 135,339 First Carolina shares outstanding. 3 $166 Million$160 MillionTransaction Value ($M) 1.53x1.47xTransaction Value / Tangible Common Equity ~68%~69%Pay-to-Trade Ratio 11.9x11.5xTransaction Value / 2027E Earnings 9.1x8.8xTransaction Value / 2027E Earnings + Fully-Phased Cost Savings LOI(1) Today(2)
Familiar community banking cultures Carolina Bank chartered in 1936 Experienced bankers (average tenure ~17 years) serving longstanding customers (average DDA account age ~15 years) Transaction Highlights Deepening South Carolina franchise Increases South Carolina deposit base by over 50% and doubles branch footprint in the state(1) Top 10 pro forma deposit market share in South Carolina; #2 pro forma deposit market share in Pee Dee Region Compelling financial results Low single-digit EPS accretion; ~1% TBV dilution with less than 2-year earnback; 20%+ IRR Strong pro forma capital ratios maintain future optionality to grow the bank and increase earnings Accretive to First Bancorp operating results Additional scale improves projected Efficiency Ratio, ROAA and ROATCE Grows AUM of FB Wealth Management by ~15% Partnering with a top financial performer Carolina Bank has the strongest LTM ROAA among South Carolina peers with 1.60%(2) Strong core funding base with 1.47% 1Q’26 cost of deposits and no borrowings(2) 4 Data Source: S&P Global Market Intelligence, FDIC Summary of Deposits as of 6/30/25. (1) Based on FDIC Summary of Deposits as of 6/30/25 and excludes any potential branch closures following the consummation of the transaction. (2) Represents bank-level Call Report data as of and for the three months and twelve months ended 3/31/26.
Overview of Carolina Bank Franchise Highlights South Carolina 95 20 85 Charleston Columbia Greenville Myrtle Beach Chesterfield County Marlboro County Florence Darlington 95 20 Carolina Bank (14) Founded in 1936 and currently in 4th generation of family ownership and operation One of 15 remaining South Carolina banks between $700 million to $5 billion in assets(1) Established operational footprint in the Pee Dee Region of South Carolina Financial Highlights(2) Summary Balance Sheet Information Profitability Highlights Asset Quality & Capital $831M Assets $596M Loans $714M Deposits 83.5% Loans / Deps. 1.47% 1Q’26 Cost Of Deposits 3.98% 1Q’26 NIM 1.60% ROAA 0.59% NPAs / Assets 1.36% Reserves / Loans 13.1% TCE / TA 46.9% Efficiency Ratio Carolina Bank Deposit Market Share by County / Region(3) Mkt. Comm. Bank Deposits Mkt. Share % of County Rank Rank Branches ($000) (%) Franchise Darlington County, SC 1 1 5 216,224 26.7% 30.9% Florence County, SC 8 3 4 214,680 6.2% 30.7% Chesterfield County, SC 2 1 2 149,698 26.6% 21.4% Marlboro County, SC 3 1 1 74,412 25.8% 10.6% Marion County, SC 4 2 1 31,272 4.7% 4.5% Horry County, SC 19 8 1 12,465 0.1% 1.8% Pee Dee Region, SC 3 1 13 686,286 10.9% 98.2% Data Source: S&P Global Market Intelligence, FDIC Summary of Deposits as of 6/30/25, Pee Dee Regional Council of Governments. (1) Includes banks and bank holding companies headquartered in South Carolina; excludes non-traditional business models and announced merger targets. (2) Represents bank-level Call Report data as of and for the twelve months ended 3/31/26 unless otherwise noted. (3) Based on FDIC Summary of Deposits as of 6/30/25 and excludes any potential branch closures following the consummation of the transaction. (4) Includes banks with less than $10 billion in assets. (5) Includes the following six counties as defined by the Pee Dee Regional Council of Governments: Chesterfield, Darlington, Dillon, Florence, Marion and Marlboro. (5) 5 (4)
1.18% 1.26% 1.49% 1.45% 1.51% 1.60% 2021 2022 2023 2024 2025 Q1'26 LTM 3.91% 3.75% 4.10% 3.97% 4.08% 3.98% Q4'24 Q1'25 Q2'25 Q3'25 Q4'25 Q1'26 1.74% 1.78% 1.68% 1.66% 1.55% 1.47% Q4'24 Q1'25 Q2'25 Q3'25 Q4'25 Q1'26 38.2% 35.7% 26.2% 23.0% 27.4% 26.6% 2021 2022 2023 2024 2025 Q1'26 57.0% 50.8% 48.6% 50.4% 48.7% 46.9% 2021 2022 2023 2024 2025 Q1'26 LTM 1.61% 1.75% 2.14% 2.09% 2.20% 2.30% 2021 2022 2023 2024 2025 Q1'26 LTM Carolina Bank Financial Highlights 6 Pre-Tax, Pre-Provision ROAA ROAA Efficiency Ratio NIB Deposits / Deposits Cost of Deposits NIM Data Source: S&P Global Market Intelligence. Note: Bank-level Call Report data shown for all presented periods. (1) Represents Q1’26 / Q1’26 LTM rank vs. 15 selected banks and bank holding companies headquartered in South Carolina with assets between $700 million - $5 billion (inclusive of Carolina Bank); excludes announced merger targets and banks with non-traditional business models. Consolidated data shown for peers if available; if consolidated data is not available, bank-level Call Report data shown. Profitability metrics tax-effected at 21% for S-Corps where applicable. #4 Rank(1) #4 Rank(1) #4 Rank(1) #2 Rank(1) #1 Rank(1) #1 Rank(1)
The Pee Dee Region of South Carolina Data Source: S&P Global Market Intelligence, FDIC Summary of Deposits as of 6/30/25, Pee Dee Regional Council of Governments, South Carolina Ports, Chmura Economics & Analytics, U.S. Census Bureau. (1) Data per South Carolina Ports Report entitled “Economic Impact of the South Carolina Ports Authority: Statewide and Regional Economic Analysis” (2023) and South Carolina Ports article entitled “Inland Port Dillon posts record rail moves for 2025” (January 20, 2026). (2) Data per Pee Dee Regional Council of Governments report entitled “Comprehensive Economic Development Strategies (2023-2027)”. 7 The Pee Dee Region, as defined by the Pee Dee Regional Council of Governments, comprises six counties (Chesterfield, Darlington, Dillon, Florence, Marion and Marlboro) and is South Carolina’s northeastern inland economic core, covering roughly ~3,535 square miles with a combined population of ~325,500 residents Notable Economic Drivers $6.9B Total Deposits ~$3.4B Manufacturing GDP (2024) <150 Mi. Charlotte, NC Columbia, SC Wilmington, NC Charleston, SC 5.2% GDP Growth (2024) Inland Port (Dillon)(1) Opened in 2018 along I-95, Inland Port Dillon set a record 48,000+ rail moves in 2025 with direct CSX access to Port of Charleston Generated a $9.7 billion annual regional economic impact as of 2023, has supported ~29,000 jobs and over $1.9 billion in labor income Florence-Darlington & Northeastern Technical Colleges(2) The Region’s two technical colleges – FDTC and NETC – collectively serve 8,000+ students with 90%+ job placement rates FDTC’s Southeastern Institute of Manufacturing & Technology serves as the Region’s premier advanced manufacturing workplace pipeline Large Employers in The Region Chesterfield Marlboro Dillon Marion 95 20 95 Florence Darlington 26 77 85 40 85 Core Pee Dee Counties Charlotte Greenville Columbia Charleston Wilmington Fayetteville Myrtle Beach
Key Transaction Assumptions and Summary Impact Key Transaction Assumptions(1) Estimated Financial Impact ~75% stock / 25% cash consideration FBNC earnings assumptions per consensus estimates through 2027 with ~7% earnings growth thereafter Carolina Bank earnings assumptions per internal projections (~5% annual balance sheet growth / ROAA in-line with LTM performance) Cost savings of 30% of Carolina Bank’s noninterest expense; 75% realized in 2027 and 100% thereafter Assumes Carolina Bank’s securities portfolio is sold and reinvested at 4.25% Allowance for credit losses of $10.9 million or 1.75% of Carolina Bank’s loans at closing Loan interest rate mark of $12.5 million or 2.0% of Carolina Bank’s loans at closing, accreted into earnings over 6 years using the sum- of-the-years digits method Fixed asset write-up of $4.5 million Core deposit intangible of 3.00% of non-time deposits, amortized over 10 years using the sum-of-the-years digits method $15.8 million of after-tax merger charges, fully reflected in TBV dilution at closing Assumes 22% marginal tax rate Key Transaction Impacts to FBNC Pro Forma Capital Ratios at Close(3) Fully-Phased EPS Accretion Initial TBV Dilution TBV Earnback (Crossover)(2) ~3% ~1% 1.7 Years TCE / TA Leverage Ratio CET1 Ratio Tier 1 Ratio Total Risk Based Capital Ratio 10.1% 11.8% 14.7% 15.4% 16.7% (1) Preliminary estimates – subject to change. (2) Based on when pro forma tangible book value per share crosses over and begins to exceed projected standalone FBNC tangible book value per share. Inclusive of all transaction costs. (3) Pro forma capital ratios shown at the holding company level. 8
1.6% First Bank: The Bank of The Carolinas Pro Forma Financial Highlights(1) $13.8B Assets $9.4B Gross Loans $11.7B Deposits 1.6% 2027E ROAA 15% 2027E ROATCE 47% 2027E Eff. Ratio Data Source: S&P Global Market Intelligence, FDIC Summary of Deposits as of 6/30/25. (1) Pro Forma balance sheet figures exclude purchase accounting adjustments and represents FBNC consolidated and Carolina Bank bank-level Call Report data as of 3/31/26. Pro Forma profitability figures include purchase accounting adjustments and assumes cost savings are fully-phased. (2) Profitability estimates shown for selected major-exchange traded banks with assets between $10B - $100B headquartered in AL, AR, FL, GA, LA, MS, NC, SC and TN; excludes broker dealers and banks without consensus analyst estimates. FBNC figures pro forma for Carolina Bank purchase accounting adjustments and assumes cost savings are fully-phased. 95 85 20 77 95 Charleston Columbia Greenville Myrtle Beach Wilmington Morehead City GreensboroWinston Salem Charlotte Asheville Raleigh Florence Carolina Bank (14) FBNC (113) Darlington Southeast Banks’(2) 2027E Profitability 9 ROAA ROATCE Efficiency Ratio 15% 47%
With A Strong Market Presence in The Region Data Source: S&P Global Market Intelligence, FDIC Summary of Deposits as of 6/30/25, Pee Dee Regional Council of Governments. Note: Based on FDIC Summary of Deposits as of 6/30/25 and excludes any potential branch closures following the consummation of the transaction. Deposit market share figures exclude banks with $0 in deposits. (1) Includes the following six counties as defined by the Pee Dee Regional Council of Governments: Chesterfield, Darlington, Dillon, Florence, Marion and Marlboro. 10 North Carolina South Carolina Pee Dee Region(1) Only bank under $100 billion in assets with top 10 market share in both North Carolina and South Carolina Deps. Mkt. Sh. Rank Institution (ST) Branches ($M) (%) 1 Bank of America Corporation (NC) 108 333,235 45.9% 2 Truist Financial Corp. (NC) 276 125,282 17.2% 3 First Citizens BancShares Inc. (NC) 199 85,351 11.8% 4 Wells Fargo & Co. (CA) 217 61,150 8.4% 5 Live Oak Bancshares Inc. (NC) 1 12,636 1.7% 6 The PNC Finl Svcs Grp (PA) 100 11,463 1.6% 7 First Bancorp (NC) 100 9,514 1.3% 8 F.N.B. Corp. (PA) 94 8,911 1.2% 9 Fifth Third Bancorp (OH) 87 7,676 1.1% 10 First Horizon Corp. (TN) 78 7,099 1.0% 11 Pinnacle Financial Partners (GA) 48 6,936 1.0% 12 Banc California Inc. (CA) 1 5,722 0.8% 13 TowneBank (VA) 24 5,411 0.7% 14 Southern BancShares (NC) (NC) 46 3,811 0.5% 15 Fidelity BancShares (N.C.) Inc (NC) 53 3,763 0.5% Deps. Mkt. Sh. Rank Institution (ST) Branches ($M) (%) 1 Bank of America Corporation (NC) 61 19,437 15.0% 2 Wells Fargo & Co. (CA) 102 17,154 13.2% 3 Truist Financial Corp. (NC) 95 14,133 10.9% 4 First Citizens BancShares Inc. (NC) 114 12,310 9.5% 5 SouthState Bank (FL) 82 11,371 8.8% 6 The Toronto-Dominion Bank (CAN) 50 6,976 5.4% 7 Pinnacle Financial Partners (GA) 50 6,500 5.0% 8 United Community Banks Inc. (SC) 36 3,587 2.8% 9 Southern First Bancshares Inc (SC) 8 2,782 2.1% Pro Forma FBNC / Carolina Bank 27 2,038 1.6% 10 Anderson Bancshares (SC) 28 1,986 1.5% 11 United Bankshares Inc. (WV) 25 1,829 1.4% 12 Coastal Carolina Bcshs Inc. (SC) 15 1,752 1.3% 13 First Community Corp. (SC) 19 1,647 1.3% 14 South Atlantic Bancshares Inc. (SC) 12 1,619 1.2% 15 CNB Corp. (SC) 16 1,613 1.2% 17 First Bancorp (NC) 13 1,339 1.0% 28 Carolina Bank (SC) 14 699 0.5% Deps. Mkt. Sh. Rank Institution (ST) Branches ($M) (%) 1 First Citizens BancShares Inc. (NC) 13 1,385 22.0% Pro Forma FBNC / Carolina Bank 16 1,158 18.4% 2 Wells Fargo & Co. (CA) 7 943 15.0% 3 Carolina Bank (SC) 13 686 10.9% 4 Anderson Bancshares (SC) 11 587 9.3% 5 SouthState Bank (FL) 5 563 8.9% 6 Citizens Bancshares Corp. (SC) 9 482 7.7% 7 First Bancorp (NC) 3 472 7.5% 8 Colony Bankcorp, Inc. (GA) 2 390 6.2% 9 Truist Financial Corp. (NC) 2 245 3.9% 10 The Toronto-Dominion Bank (CAN) 1 169 2.7% 11 Pinnacle Financial Partners (GA) 1 96 1.5% 12 Darlington County Bcshs Inc. (SC) 2 93 1.5% 13 First Palmetto Financial Corp. (SC) 2 68 1.1% 14 The PNC Finl Svcs Grp (PA) 1 46 0.7% 15 Pee Dee Federal Savings Bank (SC) 1 29 0.5%
Appendix
Carolina Bank – Historical Financial Highlights 12 Data Source: S&P Global Market Intelligence. Note: Bank-level Call Report data shown for all presented periods. YTD, Dollars in Thousands 2021 2022 2023 2024 2025 3/31/26 Balance Sheet Total Assets $749,136 $790,549 $750,636 $784,699 $886,375 $830,628 Gross Loans (Excl. HFS) 415,235 495,306 538,214 582,865 588,349 596,356 Deposits 667,152 704,417 655,634 682,454 774,283 714,093 Tangible Common Equity 76,686 80,743 89,248 95,924 105,502 108,838 Gross Loans (Excl. HFS) / Deposits 62.2% 70.3% 82.1% 85.4% 76.0% 83.5% NIBs / Deposits 38.2 35.7 26.2 23.0 27.4 26.6 Capital Tangible Common Equity / Tangible Assets 10.2% 10.2% 11.9% 12.2% 11.9% 13.1% Tier 1 Leverage Ratio 10.9 11.2 12.8 13.1 12.6 13.0 Tier 1 Capital Ratio 20.2 18.4 18.3 18.2 19.9 20.2 Total Capital Ratio 21.5 19.7 19.5 19.4 21.2 21.5 Asset Quality NPAs / Assets 0.57% 0.48% 0.67% 0.68% 0.51% 0.59% Reserves / NPLs 154.5 189.7 144.5 174.0 179.3 165.6 Reserves / Loans 1.54 1.45 1.35 1.37 1.39 1.36 NCOs / Average Loans - 0.03 0.28 0.10 0.33 0.23 Income Statement Net Interest Income $20,551 $24,205 $27,481 $28,087 $31,213 $8,302 Provision Expense 500 900 1,550 1,300 2,075 300 Noninterest Income 3,304 3,842 3,906 3,419 3,641 854 Noninterest Expense 13,627 14,261 15,282 15,906 16,989 4,107 Pre-Tax Income 9,728 12,886 14,555 14,300 15,790 4,749 Net Income $7,496 $9,944 $11,198 $10,857 $12,293 $3,603 Profitability Ratios Net Interest Margin 3.18% 3.15% 3.78% 3.91% 3.98% 3.98% Cost of Deposits 0.16 0.26 1.02 1.66 1.66 1.47 Efficiency Ratio 57.0 50.8 48.6 50.4 48.7 44.8 Non-Interest Income / Avg. Assets 0.52 0.49 0.52 0.46 0.45 0.40 Non-Interest Expense / Avg. Assets 2.15 1.81 2.03 2.13 2.09 1.91 ROAA 1.18 1.26 1.49 1.45 1.51 1.67 ROATCE 10.2 12.9 13.2 11.7 12.2 13.5 For the Fiscal Year Ended 12/31,
Noninterest- Bearing Deposits 32.7% Other Transaction Accts. 13.3% MMDA & Savings 46.8% Time 7.3% Noninterest- Bearing Deposits 26.6% Other Transaction Accts. 27.4% MMDA & Savings 33.8% Time 12.2% Noninterest- Bearing Deposits 32.3% Other Transaction Accts. 14.1% MMDA & Savings 46.0% Time 7.6% C&D 9.1% 1-4 Family 20.3% HELOC 4.0% OOCRE 15.8% Non- OOCRE 32.1% Multifamily 5.9% C&I 8.5% Consumer & Other 4.5% C&D 5.6% 1-4 Family 28.7% HELOC 2.2% OOCRE 21.8% Non- OOCRE 21.9% Multifamily 1.1% C&I 16.7% Consumer & Other 1.9% Pro Forma Loan and Deposit Composition Data Source: S&P Global Market Intelligence Note: FBNC Y-9C data and Carolina Bank bank-level Call Report data shown for portfolio composition and regulatory capital ratios as of the three months ended 3/31/26. 1-4 Family loan category includes Closed-End 1-4 Family loans. FBNC yield and cost figures represent GAAP data as of the three months ended 3/31/26. (1) Pro forma totals exclude purchase accounting adjustments. 13 FBNC Pro Forma(1)Carolina Bank Strong and Diversified Loan Portfolio Attractive Core Deposit Base C&D 9.3% 1-4 Family 19.7% HELOC 4.1% OOCRE 15.4% Non- OOCRE 32.8% Multifamily 6.2% C&I 7.9% Consumer & Other 4.6% $8.8B $0.6B $9.4B $11.0B $0.7B $11.7B MRQ Loan Yield: 5.58% C&D / TRBC Ratio: 53% CRE / TRBC Ratio: 278% MRQ Loan Yield: 6.03% C&D / TRBC Ratio: 28% CRE / TRBC Ratio: 144% MRQ Cost of Deposits: 1.26% MRQ Cost of Deposits: 1.47%
Additional Information 14 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 Bancshares Corporation. This material is not a solicitation of any vote or approval by the shareholders of First Carolina Bancshares Corporation and is not a substitute for the proxy statement/prospectus or any other documents which First Carolina Bancshares Corporation may send to its shareholders in connection with the proposed transaction. 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 (the “Registration Statement”) that will include a proxy statement of First Carolina Bancshares Corporation 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 Bancshares Corporation will mail the proxy statement/prospectus to its shareholders. BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS, INVESTORS AND SHAREHOLDERS OF FIRST CAROLINA BANCSHARES CORPORATION ARE URGED TO CAREFULLY READ THE ENTIRE REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION 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 Bancshares Corporation 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 Bancshares Corporation’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 Bancshares Corporation’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.