First Carolina Financial (NYSE: FCBM) prices $68.75M IPO and updates bylaws

Rhea-AI Filing Summary

First Carolina Financial Services, Inc. completed a major step by closing its initial public offering. On June 22, 2026, the company sold 5,500,000 shares of common stock at $12.50 per share, generating gross proceeds of about $68.75 million before fees and expenses.

In connection with going public, the company implemented a 2-for-1 forward stock split of its $0.50 par value common stock and amended its articles of incorporation. It also adopted amended and restated bylaws, with key terms described in its final prospectus related to the IPO.

Insights

Equity capital markets analyst

IPO raises $68.75M and completes FCBM’s transition to public markets.

First Carolina Financial Services, Inc. completed its initial public offering of 5,500,000 common shares at $12.50 per share, for gross proceeds of about $68.75 million. This significantly enlarges permanent equity capital compared with its prior private status.

The company also executed a 2-for-1 forward stock split and updated its Articles of Incorporation and Bylaws effective around the offering. These steps align governance and capital structure with public company requirements, as outlined in the IPO prospectus dated June 17, 2026.

The combination of fresh capital and new exchange listing under ticker FCBM on the NYSE positions the company to fund growth or strengthen its balance sheet, though specific uses are not detailed in this excerpt. Subsequent periodic reports will show how the new capital is deployed.

8-K Event Classification

3 items: 5.03, 8.01, 9.01

3 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

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

IPO shares sold: 5,500,000 shares IPO price: $12.50 per share IPO gross proceeds: $68.75 million +3 more

6 metrics

IPO shares sold 5,500,000 shares Common stock sold in initial public offering completed June 22, 2026

IPO price $12.50 per share Price to the public for IPO shares

IPO gross proceeds $68.75 million Gross proceeds before underwriting discounts and expenses

Par value per share $0.50 per share Par value of common stock registered on NYSE as FCBM

Stock split ratio 2-for-1 Forward stock split of common stock effective June 17, 2026

Form S-1 file number 333-296151 Registration Statement referenced in the IPO prospectus dated June 17, 2026

Key Terms

initial public offering, 2-for-1 forward stock split, Articles of Amendment, amended and restated bylaws, +1 more

5 terms

initial public offering financial

"the Company completed its initial public offering of 5,500,000 shares"

An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.

2-for-1 forward stock split financial

"in connection with the 2-for-1 forward stock split of its common stock"

Articles of Amendment regulatory

"articles of amendment to the Articles of Incorporation (the “Articles of Amendment”)"

Articles of amendment are official documents a corporation files with the government to record changes to its foundational details, such as its name, share structure, authorized capital, or bylaws. Think of them like updating a company’s recipe or blueprint so everyone knows the new ingredients and rules; investors use them to track structural shifts that can affect ownership, voting power, dilution risk, or a company’s strategic flexibility.

amended and restated bylaws regulatory

"the Company amended and restated its bylaws (the “Bylaws”)"

A company’s amended and restated bylaws are its internal rulebook rewritten to include all changes in one updated document, replacing the old bylaws. For investors, this matters because the bylaws set how the board, shareholders and officers make decisions, hold votes and handle disputes; a new consolidated version can change voting rights, control mechanisms or procedures that affect corporate governance and the value or risk of an investment.

Registration Statement on Form S-1 regulatory

"relating to the Company’s Registration Statement on Form S-1 (File No. 333-296151)"

A registration statement on Form S-1 is a detailed filing a company submits to the U.S. securities regulator to register new shares for public sale; it includes a plain-language prospectus, financial statements, business description and risk factors. For investors it matters because it provides the official, comprehensive blueprint of the offering — like an owner’s manual — allowing buyers to assess risks, inspect financial health and compare valuation before deciding to invest.

FAQ

What did First Carolina Financial Services, Inc. (FCBM) announce in this 8-K?

First Carolina Financial Services, Inc. reported completion of its initial public offering of 5,500,000 common shares at $12.50 per share. It also disclosed related amendments to its articles of incorporation, a 2-for-1 stock split, and adoption of amended and restated bylaws.

How much capital did FCBM raise in its initial public offering?

The company raised approximately $68.75 million in gross proceeds by selling 5,500,000 shares of common stock at $12.50 per share. This amount is before deducting underwriting discounts, commissions, and estimated offering expenses payable by First Carolina Financial Services, Inc.

What stock split did First Carolina Financial Services, Inc. implement?

First Carolina Financial Services, Inc. implemented a 2-for-1 forward stock split of its common stock effective June 17, 2026. This means each existing common share was split into two shares, increasing the number of shares outstanding while keeping each shareholder’s proportional ownership unchanged.

Did FCBM change its corporate governance documents around the IPO?

Yes. The company amended its Articles of Incorporation in connection with the stock split and, effective June 22, 2026, adopted amended and restated bylaws. Key provisions of these bylaws are described in the “Description of Capital Stock” section of its June 17, 2026 IPO prospectus.

On which exchange is First Carolina Financial Services, Inc. common stock listed?

First Carolina Financial Services, Inc. common stock, par value $0.50 per share, is listed on the New York Stock Exchange. It trades under the symbol FCBM, as indicated in the securities registration section referencing Section 12(b) of the Securities Exchange Act.

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Available on EDGAR 06/22/2026 - 04:55 PM Accepted by SEC EDGAR 06/22/2026 - 04:54 PM Learn about SEC filing dates

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 17, 2026

First Carolina Financial Services, Inc.
(Exact name of registrant as specified in its charter)

North Carolina	001-43359	27-2136973
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

2626 Glenwood Avenue, Suite 200

Raleigh, North Carolina, 27608
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (252) 937-2152

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

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.50 per share		FCBM		NYSE

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

Emerging growth company ☒

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

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective June 17, 2026, First Carolina Financial Services, Inc., a North Carolina corporation (the “Company”), amended its articles of incorporation (the “Articles of Incorporation”) in connection with the 2-for-1 forward stock split of its common stock completed concurrently with the amendment. Effective June 22, 2026, the Company amended and restated its bylaws (the “Bylaws”). As described in the final prospectus, dated June 17, 2026 (the “Prospectus”), relating to the Company’s Registration Statement on Form S-1 (File No. 333-296151), as amended, filed with the Securities and Exchange Commission on June 18, 2026, pursuant to Rule 424(b) under the Securities Act of 1933, the Company’s board of directors previously approved the articles of amendment to the Articles of Incorporation (the “Articles of Amendment”) and the amendment and restatement of the Bylaws, in each case to be effective prior to the closing of the Company’s initial public offering. A description of certain provisions of the Bylaws is set forth in the section titled “Description of Capital Stock” in the Prospectus.

The foregoing description of the Articles of Amendment and the Bylaws is qualified in its entirety by reference to (a) the Articles of Amendment, filed as Exhibit 3.1, and (b) the Bylaws, filed as Exhibit 3.2 hereto, each of which is incorporated herein by reference.

Item 8.01 Other Events.

On June 22, 2026, the Company completed its initial public offering of 5,500,000 shares of its common stock, par value $0.50 per share, at a price to the public of $12.50 per share. The gross proceeds to the Company from the initial public offering were approximately $68.75 million before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
3.1	Articles of Amendment of First Carolina Financial Services, Inc. (incorporated by reference to Exhibit 4.2 of the Company’s Registration Statement on Form S-8 (File No. 333-296906), filed with the SEC on June 18, 2026).
3.2	Amended and Restated Bylaws of First Carolina Financial Services, Inc.

2

SIGNATURES

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

	FIRST CAROLINA FINANCIAL SERVICES, INC.
Date: June 22, 2026	By:	/s/ Ronald A. Day
	Ronald A. Day
	Chairman, President and Chief Executive Officer

3

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-3.2 EXHIBIT 3.2 223.5 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 22.9 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 16.7 KB