[SCHEDULE 13D/A] First Citizens BancShares Inc SEC Filing

Rhea-AI Filing Summary

This Schedule 13D/A filing reports significant ownership changes in First Citizens BancShares Class A Common Stock by members of the Holding family. Frank B. Holding Jr.'s beneficial ownership has increased to 5.00% (604,682 shares) due to company share repurchases, triggering this amended filing.

Key ownership positions of reporting persons:

• Olivia B. Holding: 918,104 shares (7.59%)
• Frank B. Holding Jr.: 604,682 shares (5.00%)
• Claire H. Bristow: 513,515 shares (4.25%)
• Hope H. Bryant: 380,661 shares (3.15%)
• Carson H. Brice: 297,073 shares (2.46%)

Collectively, the reporting persons beneficially own approximately 21.55% of Class A shares and 54.01% of Class B shares. The shares were acquired through various means including gifts, personal funds, and the 2014 First Citizens Bancorporation merger. Frank B. Holding Jr., Hope H. Bryant, and Peter M. Bristow serve as executive officers and directors of the company.

Positive

• Significant insider ownership concentration with Holding family members collectively controlling 21.55% of Class A Common Stock
• Olivia B. Holding increased beneficial ownership to 7.59% of Class A shares, representing strong insider commitment
• Frank B. Holding Jr. (CEO) reached 5% ownership threshold of Class A shares due to company share repurchases

Negative

• Multiple insiders have pledged shares as collateral for personal lines of credit, creating potential risk if margin calls occur

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)

First Citizens BancShares, Inc.

(Name of Issuer)

Class A Common Stock, $1.00 Par Value

(Title of Class of Securities)

31946M103

(CUSIP Number)

E. Knox Proctor V
Ward and Smith, P.A., 1001 College Court
New Bern, NC, 28562
(252) 672-5427

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/24/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 31946M103

1

Name of reporting person

Frank B. Holding, Jr.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF, AF, SC, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 431,059.00
8	Shared Voting Power 173,623.00
9	Sole Dispositive Power 431,059.00
10	Shared Dispositive Power 173,623.00

11

Aggregate amount beneficially owned by each reporting person

604,682.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.00 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 31946M103

1

Name of reporting person

Hope H. Bryant

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF, AF, SC, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 326,113.00
8	Shared Voting Power 54,548.00
9	Sole Dispositive Power 324,619.00
10	Shared Dispositive Power 54,548.00

11

Aggregate amount beneficially owned by each reporting person

380,661.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.15 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 31946M103

1

Name of reporting person

Olivia B. Holding

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF, AF, SC, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 851,404.00
8	Shared Voting Power 54,548.00
9	Sole Dispositive Power 851,404.00
10	Shared Dispositive Power 66,700.00

11

Aggregate amount beneficially owned by each reporting person

918,104.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.59 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 31946M103

1

Name of reporting person

Claire H. Bristow

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF, AF, SC, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 374,800.00
8	Shared Voting Power 138,715.00
9	Sole Dispositive Power 362,648.00
10	Shared Dispositive Power 144,863.00

11

Aggregate amount beneficially owned by each reporting person

513,515.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.25 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 31946M103

1

Name of reporting person

Carson H. Brice

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF, AF, SC, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 296,433.00
8	Shared Voting Power 640.00
9	Sole Dispositive Power 296,433.00
10	Shared Dispositive Power 640.00

11

Aggregate amount beneficially owned by each reporting person

297,073.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.46 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock, $1.00 Par Value
(b)	Name of Issuer: First Citizens BancShares, Inc.
(c)	Address of Issuer's Principal Executive Offices: 4300 Six Forks Road, Raleigh, NORTH CAROLINA , 27609.
Item 1 Comment: This Amendment No. 7 amends and restates the Reporting Persons' joint Schedule 13D to (1) report an increase in the percentage of shares of the Issuer's Class A Common Stock that may be deemed to be beneficially owned by Frank B. Holding, Jr., as reported in the previous amendment, to more than 5% as a result of Issuer repurchases of shares of that class, and the resulting decrease in the number of outstanding shares of the class, since the date of the previous amendment, (2) reflect increases in the percentages of the outstanding shares of the class beneficially owned by each of the other Reporting Persons resulting from those Issuer repurchases, and changes in all of the Reporting Persons' beneficial ownership resulting from acquisitions and dispositions of shares, since the date of the previous amendment, and (3) reflect the elimination of Ella Ann L. Holding, whose beneficial ownership of shares of the class is less than 0.1%, as a Reporting Person.
Item 2.	Identity and Background
(a)	This statement is filed jointly by Frank B. Holding, Jr., Hope H. Bryant, Olivia B. Holding, Claire H. Bristow, and Carson H. Brice. The Reporting Persons are members of the same family, but each of them disclaims membership in a Group.
(b)	The Reporting Persons' addresses are listed in Exhibit A attached to this Schedule 13D/A.
(c)	The Reporting Persons' principal occupations are listed in Exhibit A attached to this Schedule 13D/A.
(d)	No
(e)	No
(f)	United States of America
Item 3.	Source and Amount of Funds or Other Consideration
	The Shares of the Issuer's Class A Common Stock held individually by the Reporting Persons, respectively, were acquired in part through gifts from their parents, Frank B. Holding and Ella Ann L. Holding, in part with their personal funds, in part in exchange for their shares of First Citizens Bancorporation, Inc. ("Bancorp") upon its merger into the Issuer effective October 1, 2014 (the "Bancorp Merger"), and in part, directly or indirectly, from or through the estate of their father, Frank B. Holding. Shares held by their children and grandchildren were acquired in part through gifts from them and Frank B. Holding and Ella Ann L. Holding and in part in connection with the Bancorp Merger. Shares held by the various entities listed in the tables below were acquired by those entities in part with their separate funds or, in the case of the two charitable foundations, contributions by Lewis R. Holding and Frank B. and Ella Ann L. Holding, and in part in connection with the Bancorp Merger. In connection with the Bancorp Merger, each of the Reporting Persons, their children and the various entities, as shareholders of Bancorp, received shares of the Issuer's Class A Common Stock in exchange for shares of common stock of Bancorp they held at the time of the Bancorp Merger.
Item 4.	Purpose of Transaction
	Frank B. Holding, Jr., Hope H. Bryant, and Claire H. Bristow's spouse, Peter M. Bristow, serve as executive officers and directors of the Issuer and, therefore, participate with the Issuer's management and Board of Directors in making policy and considering and taking action on significant corporate events involving the Issuer. Olivia B. Holding, Carson H. Brice, and Claire H. Bristow are the siblings of Frank B. Holding, Jr., and Hope H. Bryant, and do not participate in management or policy-making functions of the Issuer. Shares of the Issuer's Class A Common Stock beneficially owned by each of the Reporting Persons and by each of the other individuals and entities named in the tables below are held as described below for investment purposes.
Item 5.	Interest in Securities of the Issuer
(a)	The aggregate number of shares of Class A Common Stock that is, or may be deemed to be, beneficially owned by each Reporting Person, and the percentages of outstanding shares of Class A Common Stock as of June 24, 2025, represented by those shares, are listed below. Frank B. Holding Jr. - Mr. Holding is, or may be deemed to be, the beneficial owner of an aggregate of 604,682 shares of Class A Common Stock, amounting to 5.00% of the outstanding Class A Common Stock, as further described in Exhibit B to this Schedule 13D/A. Hope H. Bryant - Mrs. Bryant is, or may be deemed to be, the beneficial owner of an aggregate of 380,661 shares of Class A Common Stock, amounting to 3.15% of the outstanding Class A Common Stock, as further described in Exhibit B to this Schedule 13D/A. Olivia B. Holding - Ms. Holding is, or may be deemed to be, the beneficial owner of an aggregate of 918,104 shares of Class A Common Stock, amounting to 7.59% of the outstanding Class A Common Stock, as further described in Exhibit B to this Schedule 13D/A. Claire H. Bristow - Mrs. Bristow is, or may be deemed to be, the beneficial owner of an aggregate of 513,515 shares of Class A Common Stock, amounting to 4.25% of the outstanding Class A Common Stock, as further described in Exhibit B to this Schedule 13D/A. Carson H. Brice - Mrs. Brice is, or may be deemed to be, the beneficial owner of an aggregate of 297,073 shares of Class A Common Stock, amounting to 2.46% of the outstanding Class A Common Stock, as further described in Exhibit B to this Schedule 13D/A. In the aggregate, the Reporting Persons may be considered to beneficially own 2,606,144 shares of Class A Common Stock, or approximately 21.55% of the outstanding shares of that class. Certain entities in which certain of the Reporting Persons are shareholders and serve as directors hold 466,532 shares of Class A Common Stock, or approximately 3.86% of the outstanding shares of the class. Each of the Reporting Persons disclaims voting and dispositive power with respect to the shares held by those entities. In addition to the shares of Class A Common Stock listed for them in Exhibit B, the Reporting Persons may be considered to beneficially own, in the aggregate, approximately 54.01% of the outstanding shares of the Issuer's Class B Common Stock, which is a separate class of common stock, and 0.80% of the Issuer's outstanding Depositary Shares, and certain entities in which certain of the Reporting Persons are shareholders and serve as directors hold approximately 2.70% of the outstanding shares of Class B Common Stock and 2.89% of the outstanding Depositary Shares. Each of the Reporting Persons disclaims beneficial ownership of the shares held by those entities.
(b)	Listings of shares of Class A Common Stock with respect to which each Reporting Person has, or may be deemed to have, sole and/or shared power to vote or direct the voting, or to dispose or direct the disposition, are contained in Exhibit B to this Schedule 13D/A.
(c)	Descriptions of transactions effected during the past 60 days by each of the Reporting Persons are contained in Exhibit C to this Schedule 13D/A.
(d)	Descriptions of the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Class A Common Stock each Reporting Person may be considered to beneficially own is contained in Exhibit D to this Schedule 13D/A.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Certain of the Reporting Persons have pledged shares of the Class A Common Stock listed above as beneficially owned by them to secure personal lines of credit and other personal borrowings unrelated to their acquisition of the Issuer's stock. Further description of the pledged shares is contained in Exhibit E to this Schedule 13D/A.
Item 7.	Material to be Filed as Exhibits.
	Exhibit A - Addresses and Principal Occupations Exhibit B - Number of Shares Exhibit C - Transaction Description Exhibit D - Statement and Listing of Shareholders Exhibit E - Pledged Shares Exhibit F - Joint Filing Agreement (incorporated by reference to Exhibit A to the Reporting Persons' Amendment No. 2 dated October 1, 2014, to Schedule 13D regarding the Issuer's Class A Common Stock)

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Frank B. Holding, Jr.

Signature:	/s/ Frank B. Holding, Jr.
Name/Title:	Frank B. Holding, Jr.
Date:	06/25/2025

Hope H. Bryant

Signature:	/s/ Hope H. Bryant
Name/Title:	Hope H. Bryant
Date:	06/25/2025

Olivia B. Holding

Signature:	/s/ Olivia B. Holding
Name/Title:	Olivia B. Holding
Date:	06/25/2025

Claire H. Bristow

Signature:	s/ Claire H. Bristow
Name/Title:	Claire H. Bristow
Date:	06/25/2025

Carson H. Brice

Signature:	/s/ Carson H. Brice
Name/Title:	Carson H. Brice
Date:	06/25/2025

FAQ

How many shares of FCNCA Class A Common Stock does Frank B. Holding Jr. beneficially own as of June 2025?

According to the Schedule 13D/A filing, Frank B. Holding Jr. beneficially owns 604,682 shares of FCNCA Class A Common Stock, representing 5.00% of the outstanding Class A Common Stock. This includes 431,059 shares with sole voting power and 173,623 shares with shared voting power.

Who is the largest individual shareholder of FCNCA Class A Common Stock among the reporting persons?

Olivia B. Holding is the largest individual shareholder among the reporting persons, owning 918,104 shares of FCNCA Class A Common Stock, representing 7.59% of the outstanding Class A Common Stock. This includes 851,404 shares with sole voting power and 54,548 shares with shared voting power.

What is the total percentage of FCNCA Class A Common Stock owned by all reporting persons combined?

The reporting persons collectively own 2,606,144 shares of FCNCA Class A Common Stock, representing approximately 21.55% of the outstanding shares of that class. Additionally, they collectively own about 54.01% of the outstanding Class B Common Stock and 0.80% of the Issuer's outstanding Depositary Shares.

Why was this Schedule 13D/A amendment filed for FCNCA in June 2025?

This Amendment No. 7 was filed primarily because Frank B. Holding Jr.'s beneficial ownership increased to over 5% of FCNCA's Class A Common Stock due to issuer repurchases of shares, which reduced the total outstanding shares. The amendment also reflects ownership changes for other reporting persons and removes Ella Ann L. Holding as a reporting person due to her ownership falling below 0.1%.

How did the reporting persons acquire their FCNCA shares?

The reporting persons acquired their FCNCA shares through multiple sources: 1) gifts from their parents Frank B. Holding and Ella Ann L. Holding, 2) purchases with personal funds, 3) shares received in exchange for First Citizens Bancorporation Inc. shares during the October 2014 merger, and 4) shares received directly or indirectly from the estate of their father, Frank B. Holding.