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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM 8-K
___________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 14, 2026
___________________________________
First Carolina Financial Services, Inc.
(Exact name of registrant as specified in its
charter)
___________________________________
|
North Carolina
(State or other jurisdiction of incorporation) |
001-43359
(Commission File Number) |
27-2136973
(IRS Employer Identification Number) |
| |
|
|
|
2626 Glenwood Avenue, Suite 520
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 x
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 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 14, 2026, Steven G. Deaton, Chief
Financial Officer and Chief Risk Officer of First Carolina Financial Services, Inc. (the “Company”), provided notice of his
retirement from his roles as Chief Financial Officer and Chief Risk Officer of the Company and First Carolina Bank (the “Bank”),
a subsidiary of the Company, effective January 1, 2027.
Item 7.01 Regulation FD.
On September 18, 2026, the Company issued a press
release announcing the retirement of Mr. Deaton. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form
8-K.
On September 6, 2026, the Company completed
a full redemption of $32.0 million aggregate principal amount of its Fixed to Floating Rate Subordinated Notes due December 6, 2029. The Company estimated its consolidated and the
Bank’s nonconsolidated net interest margin for the months of July, August and September (based on averages from August) 2026
on month-to-date, year-to-date and quarter-to-date bases as follows:
| First Carolina Financial Services, Inc. (Consolidated) |
| |
NIM MTD |
NIM YTD |
NIM QTD |
| July |
3.34% |
3.25% |
- |
| August |
3.34% |
3.27% |
- |
| September (Estimate) |
3.34% |
3.28% |
3.34% |
| |
|
|
|
|
| First Carolina Bank |
| |
NIM MTD |
NIM YTD |
NIM QTD |
| July |
3.46% |
3.38% |
- |
| August |
3.47% |
3.39% |
- |
| September (Estimate) |
3.47% |
3.40% |
3.47% |
| |
|
|
|
|
|
|
The information being furnished pursuant to this
Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed to be “filed” for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section.
Further, the information being furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed to be incorporated by
reference into the filings of the Company under the Securities Act of 1933 or the Exchange Act.
CAUTIONARY STATEMENTS RELEVANT TO FORWARD-LOOKING
INFORMATION FOR THE PURPOSE OF “SAFE HARBOR” PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This report contains, and future oral and written
statements by us and our management may contain, forward-looking statements within the meaning of the U.S. Private Securities Litigation
Reform Act of 1995. These forward-looking statements include discussion of plans, estimates, objectives, goals, guidelines, expectations,
intentions, projections, and statements of the Company’s beliefs concerning future events, business plans, objectives, expected
operating results and the assumptions upon which those statements are based. Forward-looking statements include, without limitation, statements
that may predict, forecast, indicate or imply future results, performance or achievements. We caution that the forward-looking statements
are based largely on our expectations, including estimated financial figures which are preliminary in nature, and are subject to a number
of known and unknown risks and uncertainties that are subject to change based on factors which are, in many instances, beyond our control
and could cause actual results to differ materially from those currently anticipated. Such risks and uncertainties are described under
“Risk Factors” in our Registration Statement on Form S-1 and subsequent filings with the U.S. Securities and Exchange Commission.
We assume no obligation and do not intend to update these forward-looking statements, except as required by law.
Item 9.01 Financial Statements and Exhibits.
Exhibits
| Number |
|
Description |
| |
|
|
| 99.1 |
|
Press Release by First Carolina Financial Services, Inc., dated September 18, 2026 |
| 104 |
|
Cover Page Interactive Data File (Embedded within the Inline XBRL document) |
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 CAROLINA FINANCIAL SERVICES, INC. |
| |
|
|
| |
|
|
|
Date: September 18, 2026 |
By: |
/s/ Ronald A. Day |
| |
|
Ronald A. Day |
| |
|
Chairman, President and Chief Executive Officer |
Exhibit 99.1
 |
PRESS RELEASE
|
FOR IMMEDIATE RELEASE:
First Carolina Financial Services Announces
CFO Retirement
RALEIGH, N.C. (September 18, 2026) – First Carolina
Financial Services, Inc. (NYSE: FCBM) (“First Carolina” or the “Company”), the holding company for First Carolina
Bank (“Bank”), announced today that Steven Deaton, Chief Financial Officer and Chief Risk Officer of the Company and the Bank,
plans to retire, effective January 1, 2027.
“We are extremely grateful for Steven’s many contributions
to First Carolina,” said Ron Day, Chairman, President, and CEO. “He has led us through a number of key milestones including
recent periods of substantial expansion and growth, the acquisition of BM Technologies and our recent initial public offering. Steven
has decided to retire from his banking career to focus on his family and personal pursuits. We’re thrilled for him as he steps into
this next chapter and wish him much happiness.”
A seasoned banking executive with more than 40 years of broad experience
with regional and community banks, Deaton held senior leadership roles, including President, CEO, CFO, Chief Credit Officer, and Chief
Risk Officer, across a range of financial institutions.
About First Carolina Financial Services, Inc.
First Carolina Financial Services, Inc. (NYSE: FCBM) operates as
a bank holding company for First Carolina Bank that provides financial services for businesses, higher education institutions, and individuals.
First Carolina offers a range of deposit and loan products and trust services. First Carolina is headquartered in Raleigh, North Carolina
with full-service banking offices in Rocky Mount, Raleigh, Wilmington, Cary, and Reidsville, North Carolina; Virginia Beach, Virginia;
Columbia and Greenville, South Carolina; and Atlanta, Georgia. For more information, please visit firstcarolinabank.com. The information
contained in, or that can be accessed through, our website is not incorporated by reference in, and is not part of, this press release.
The inclusion of our website address in this press release is only as an inactive textual reference.
Investor Relations Contact:
Kristen Brabble
Chief Operating Officer
252-451-2964
investorrelations@firstcarolinabank.com