[8-K] FIRST CITIZENS BANCSHARES INC /DE/ Reports Material Event

Rhea-AI Filing Summary

First Citizens BancShares furnished its quarterly update, announcing results for the quarter ended September 30, 2025. The company provided an earnings press release and financial supplement as Exhibits 99.1 and 99.3, and an investor presentation as Exhibit 99.2.

The information under Items 2.02 and 7.01, including Exhibits 99.1, 99.2 and 99.3, is being furnished and not filed under the Exchange Act. BancShares will host a conference call at 9 a.m. Eastern on October 23, 2025, to discuss its third-quarter performance. Materials are available on the company’s investor relations site.

Insights

Banking disclosure analyst

Earnings 8-K furnishes Q3 results and slides; key risks and a pending 138-branch acquisition flagged for context.

This 8-K announces that First Citizens BancShares furnished Q3 2025 results (Exhibits 99.1 and 99.3) and an investor presentation (Exhibit 99.2), with a results call on October 23, 2025. The disclosures under Items 2.02 and 7.01 are expressly "furnished, not filed," which limits Section 18 liability and affects incorporation by reference. That framing guides how these materials are used in subsequent SEC filings.

The forward-looking statements section highlights operational and regulatory dependencies: interest rate decisions by the Federal Reserve, liquidity and funding, potential FDIC special assessments or premium increases, the proposed interagency capital rule, and industry volatility linked to prior bank failures. It also notes a pending acquisition of 138 branches from BMO Bank N.A., plus risks from inflation, cyber events, and deposit pricing dynamics. These are stated as risk factors rather than outcomes.

What to watch now: details within Exhibits 99.1–99.3 for quarter-on-quarter changes across revenue, credit quality, capital, and liquidity, and any commentary on the timing and expected impact of the 138-branch acquisition. The conference call on October 23, 2025 is the near-term venue to clarify these points and any updates tied to regulatory capital proposals or FDIC-related costs.

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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): October 23, 2025

_________________________________________________________________

First Citizens BancShares, Inc.

(Exact name of registrant as specified in its charter)

Delaware			001-16715			56-1528994
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

4300 Six Forks Road			Raleigh			North Carolina			27609
(Address of principal executive offices)									(Zip Code)

Registrant’s telephone number, including area code: (919) 716-7000

________________________________________________________________________________

(Former name or former address, if changed since last report)

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 Securities Exchange Act of 1934:

Title of each class			Trading Symbol			Name of each exchange on which registered
Class A Common Stock, Par Value $1			FCNCA			Nasdaq Global Select Market
Depositary Shares, Each Representing a 1/40th Interest in a Share of 5.375% Non-Cumulative Perpetual Preferred Stock, Series A			FCNCP			Nasdaq Global Select Market
5.625% Non-Cumulative Perpetual Preferred Stock, Series C			FCNCO			Nasdaq Global Select Market

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 2.02. Results of Operations and Financial Condition.

On October 23, 2025, First Citizens BancShares, Inc. (“BancShares”) announced its results of operations for the quarter ended September 30, 2025. Copies of BancShares’ press release and financial supplement containing this information are included with this Current Report on Form 8-K (this “Report”) as Exhibit 99.1 and Exhibit 99.3, respectively, and are incorporated into this Item 2.02 by reference. The press release and financial supplement are available on BancShares’ internet site at http://www.ir.firstcitizens.com.

Item 7.01. Regulation FD Disclosure.

As previously announced, BancShares will host a conference call at 9 a.m. Eastern time on Thursday, October 23, 2025, to discuss its financial results for the quarter ended September 30, 2025. The slides that will be made available in connection with the presentation are included with this Report as Exhibit 99.2 hereto and incorporated into this Item 7.01 by reference.

In accordance with General Instruction B.2 of Form 8-K, the information presented herein pursuant to Item 2.02, “Results of Operations and Financial Condition” and Item 7.01, “Regulation FD Disclosure,” including Exhibits 99.1, 99.2 and 99.3, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall the information be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing, except as expressly set forth by specific reference in such filing.

Item 9.01.    Financial Statements and Exhibits.

    (d) Exhibits. The following exhibits accompany this Report.

Exhibit No.						Description
99.1						Earnings Release Third Quarter 2025
99.2						Investor Presentation Third Quarter 2025
99.3									Financial Supplement Third Quarter 2025
104									Cover Page Interactive Data File (embedded within the Inline XBRL document)

Disclosures About Forward-Looking Statements

This Report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the financial condition, results of operations, business plans, asset quality, future performance, and other strategic goals of BancShares. Words such as “anticipates,” “believes,” “estimates,” “expects,” “predicts,” “forecasts,” “intends,” “plans,” “projects,” “targets,” “designed,” “could,” “may,” “should,” “will,” “potential,” “continue,” “aims” or other similar words and expressions are intended to identify these forward-looking statements. These forward-looking statements are based on BancShares’ current expectations and assumptions regarding BancShares’ business, the economy, and other future conditions.

Because forward-looking statements relate to future results and occurrences, they are subject to inherent risks, uncertainties, changes in circumstances and other factors that are difficult to predict. Many possible events or factors could affect BancShares’ future financial results and performance and could cause actual results, performance or achievements of BancShares to differ materially from any anticipated results expressed or implied by such forward-looking statements. Such risks and uncertainties include, among others, general competitive, economic (including the imposition of tariffs or trade barriers on trading partners), political (including impacts of the U.S. government shutdown), geopolitical events (including conflicts in Ukraine and the Middle East), natural disasters and market conditions, including changes in competitive pressures among financial institutions and the impacts related to or resulting from previous bank failures, the risks and impacts of future bank failures and other volatility in the banking industry, public perceptions of our business practices, including our deposit pricing and acquisition activity, the financial success or changing conditions or strategies of BancShares’ vendors or customers, including changes in demand for deposits, loans and other financial services, fluctuations in interest rates, changes in the quality or composition of BancShares’ loan or investment portfolio, actions of government regulators, including interest rate decisions by the Board of Governors of the Federal Reserve Board (the “Federal Reserve”), changes to estimates of future costs and benefits of actions taken by BancShares, BancShares’ ability to maintain adequate sources of funding and liquidity, the

potential impact of decisions by the Federal Reserve on BancShares’ capital plans, adverse developments with respect to U.S. or global economic conditions, including significant turbulence in the capital or financial markets, the impact of any sustained or elevated inflationary environment, the impact of any cyberattack, information or security breach, the impact of implementation and compliance with current or proposed laws (including the 2025 U.S. budget reconciliation legislation), regulations and regulatory interpretations, including potential increased regulatory requirements, limitations, and costs, such as FDIC special assessments, increases to FDIC deposit insurance premiums and the proposed interagency rule on regulatory capital, along with the risk that such laws, regulations and regulatory interpretations may change, the availability of capital and personnel, and the risks associated with BancShares’ previously completed acquisition transactions, the pending acquisition of 138 branches from BMO Bank N.A., or any future transactions.

Except to the extent required by applicable laws or regulations, BancShares disclaims any obligation to update forward-looking statements or to publicly announce the results of any revisions to any of the forward-looking statements included herein to reflect future events or developments. Additional factors which could affect the forward-looking statements can be found in BancShares’ Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and its other filings with the Securities and Exchange Commission.

SIGNATURE

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 Citizens BancShares, Inc.

(Registrant)

Date:

October 23, 2025

By:

/s/ Craig L. Nix

Craig L. Nix

Chief Financial Officer

FAQ

What did FCNCA announce in this 8-K?

The company announced results for the quarter ended September 30, 2025, with supporting materials furnished as Exhibits 99.1, 99.2, and 99.3.

When is First Citizens BancShares' Q3 2025 earnings call?

The call is scheduled for 9 a.m. Eastern on October 23, 2025.

Where can I find FCNCA’s Q3 2025 press release and materials?

They are available on the investor relations site at http://www.ir.firstcitizens.com and furnished as Exhibits 99.1, 99.2, and 99.3.

Are the Q3 2025 materials considered filed with the SEC?

No. The information under Items 2.02 and 7.01, including Exhibits 99.1–99.3, is furnished and not filed.

Which exhibits accompany this 8-K?

99.1 Earnings Release (Q3 2025); 99.2 Investor Presentation (Q3 2025); 99.3 Financial Supplement (Q3 2025); 104 Cover Page iXBRL.

What period does the reported quarter cover for FCNCA?

The quarter ended on September 30, 2025.