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0000798941falseFirst Citizens BancShares Inc /DE/00007989412025-10-162025-10-160000798941us-gaap:CommonClassAMember2025-10-162025-10-160000798941us-gaap:SeriesAPreferredStockMember2025-10-162025-10-160000798941us-gaap:SeriesCPreferredStockMember2025-10-162025-10-16

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 16, 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 7.01. Regulation FD Disclosure.

On October 16, 2025, First-Citizens Bank & Trust Company (“First Citizens Bank”), the wholly owned banking subsidiary of First Citizens BancShares, Inc. (“BancShares”), issued a press release announcing that it had entered into an agreement to consummate the BMO Branch Acquisition (as defined below). Also on October 16, 2025, First Citizens Bank made available a presentation providing additional information on the BMO Branch Acquisition. Copies of the press release and presentation are included with this Current Report on Form 8-K (this “Report”) as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated into this Item 7.01 by reference. The press release and presentation are available on BancShares’ internet site at http://www.ir.firstcitizens.com.

In accordance with General Instruction B.2 of Form 8-K, the information presented herein pursuant to Item 7.01, “Regulation FD Disclosure,” including Exhibits 99.1 and 99.2, 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 8.01. Other Events.

On October 16, 2025, First Citizens Bank entered into an agreement to acquire 138 branches from BMO Bank N.A. (“BMO Bank”) located throughout the Midwest, Great Plains and West regions of the U.S. (the “BMO Branch Acquisition”). In connection with the BMO Branch Acquisition, First Citizens Bank will assume approximately $5.7 billion in deposit liabilities and acquire approximately $1.1 billion in loans. BancShares expects the transaction to close in mid-2026, subject to customary closing terms and conditions and regulatory approvals.

Item 9.01.    Financial Statements and Exhibits.

    (d) Exhibits. The following exhibits accompany this Report.
Exhibit No. Description
99.1
99.2
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, 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 Federal Deposit Insurance Corporation (“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’ previous acquisition transactions, the BMO Branch Acquisition, or any future transactions.

The risks and uncertainties associated with the BMO Branch Acquisition include: (i) the failure of the parties to satisfy the closing conditions in the branch sale agreement by and between First Citizens Bank and BMO Bank in a timely manner or at all; (ii) failure to obtain governmental approvals for the acquisition of the branches; (iii) disruptions to the parties’ businesses as a result of the announcement and pendency of the branch acquisitions; (iv) costs or difficulties related to the integration of the business of the acquired branches following the closing of the transaction; (v) the risk that the anticipated benefits, cost savings and any other savings from the transaction may not be fully realized or may take longer than expected to realize; and (vi) risks generally associated with acquisitions of this nature, such as unexpected credit quality problems of the acquired loans or other assets, unexpected attrition of the customer base of the acquired institution or branches, and difficulties in integration of the acquired operations.

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 16, 2025
By:
/s/ Craig L. Nix
Craig L. Nix
Chief Financial Officer



EX-99.1 2 fcb_bmopressrelease.htm EX-99.1 fcb_bmopressrelease
NEWS RELEASE Contact: Deanna Hart Angela English Oct. 16, 2025 Investor Relations Corporate Communications 919-716-2137 803-931-1854 FIRST CITIZENS BANK CONTINUES NATIONAL EXPANSION, AGREES TO ACQUIRE SELECT BRANCHES FROM BMO BANK N.A. Additional 138 branches in 11 states accelerate expansion into new markets across the U.S. RALEIGH, N.C. First- irst Citizens Bank , the wholly owned banking , announced today that it entered into an agreement to acquire 138 branches in the Midwest, Great Plains and West regions of the U.S. from BMO Bank N.A. The branches are located in North Dakota, South Dakota, Wyoming, Nebraska, Kansas, Missouri, Oklahoma and Idaho, as well as select branches in western Minnesota, one branch in eastern Oregon, and one branch in southern Illinois. In connection with the purchase, First Citizens Bank will assume approximately $5.7 billion in deposit liabilities and acquire approximately $1.1 billion in loans, and welcomes the opportunity to work with new associates and clients in the regions. First Citizens Bank Chairman and CEO Frank B. Holding, Jr. said: are enthusiastic about this opportunity to expand into new markets and offer our client-centered approach in even more regions. This deposit franchise is solid, and we look forward to serving individuals and business clients in these areas. Additionally, the net deposit position is expected to enable us to further enhance our liquidity position and provide additional flexibility to support our We look forward to welcoming new associates and clients as we continue to grow our branch network, said Hope Holding Bryant, Vice Chairwoman and Head of First Citizens ouncement underscores our commitment to bringing high-touch service, banking products and deep sector expertise to clients and communities nationwide. Together with our new associates, we will remain dedicated to our clients, associates and communities in which we serve. First Citizens Bank offers an array of general banking services including a network of branches and offices nationwide; commercial banking expertise delivering best-in-class lending and sector expertise, leasing and other financial services; innovation banking serving businesses at every stage; and a nationwide direct bank for personal savings. Until the transaction closes, BMO Bank customers should continue to bank as they normally do, using their existing checks, cards, branches and online account access. For more information about First Citizens Bank, visit firstcitizens.com. TRANSACTION TERMS Under the terms of the agreement, First Citizens Bank will purchase the branches in North Dakota, South Dakota, Wyoming, Nebraska, Kansas, Missouri, Oklahoma and Idaho, as well as select branches in western Minnesota, one branch in eastern Oregon and one branch in southern Illinois. First Citizens Bank expects the transaction to close mid-2026, subject to customary closing terms and conditions and regulatory approvals.


 
ADVISORS Arnold & Porter Kaye Scholer LLP and Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P. are serving as legal advisors to First Citizens Bank. In connection with the transaction, BMO Capital Markets and Piper Sandler & Co. are serving as financial advisors to BMO Bank. Godfrey & Kahn, S.C. is serving as legal advisor to BMO Bank. ADDITIONAL INFORMATION A presentation providing additional information on the transaction is available at https://ir.firstcitizens.com/news-and-events/events-and-presentations/default.aspx. ABOUT FIRST CITIZENS BANK First Citizens Bank helps personal, business, commercial and wealth clients build financial strength that lasts. Headquartered in Raleigh, N.C., First Citizens has built a unique legacy of strength, stability and long-term thinking that has spanned generations. First Citizens offers an array of general banking services including a network of branches and offices nationwide; commercial banking expertise delivering best-in-class lending, leasing and other financial services coast to coast; innovation banking serving businesses at every stage; and a nationwide direct bank. Parent company First Citizens BancShares, Inc. (NASDAQ: FCNCA) is a top 20 U.S. financial institution with more than $200 billion in assets and a member of the Fortune 500 . Discover more at firstcitizens.com. FORWARD-LOOKING STATEMENTS This communication - Litigation Reform Act of 1995 regarding the financial condition, results of operations, business plans and future performance of BancShares ords and expressions are intended to identify these forward-looking statements. These forward- 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 BancShare 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, (i) the failure of the parties to satisfy the closing conditions in the branch sale agreement by and between First Citizens Bank and BMO Bank in a timely manner or at all; (ii) failure to obtain governmental approvals for the acquisition of branch acquisitions; (iv) costs or difficulties related to the integration of the business of the acquired branches following the closing of the transaction; (v) the risk that the anticipated benefits, cost savings and any other savings from the transaction may not be fully realized or may take longer than expected to realize; and (vi) risks generally associated with acquisitions of this nature, such as unexpected credit quality problems of the acquired loans or other assets, unexpected attrition of the customer base of the acquired institution or branches, and difficulties in integration of the acquired operations. 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- -K for the fiscal year ended December 31, 2024, and its other filings with the Securities and Exchange Commission. ###


 
EX-99.2 3 fcb_bmobankbranchannounc.htm EX-99.2 fcb_bmobankbranchannounc
1 First Citizens BancShares, Inc. First Citizens Bank continues national expansion, agrees to acquire select branches from BMO Bank N.A. October 16, 2025


 
2 Forward-Looking Statements This presentation 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 and future performance of First Citizens BancShares, Inc. (“BancShares”) and its wholly owned subsidiary First- Citizens Bank & Trust Company (“First Citizens Bank”). 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 the 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, (i) the failure of the parties to satisfy the closing conditions in the branch sale agreement by and between First Citizens Bank and BMO Bank N.A. (“BMO”) in a timely manner or at all; (ii) failure to obtain governmental approvals for the acquisition of the branches; (iii) disruptions to the parties’ businesses as a result of the announcement and pendency of the branch acquisitions; (iv) costs or difficulties related to the integration of the business of the acquired branches following the closing of the transaction; (v) the risk that the anticipated benefits, cost savings and any other savings from the transaction may not be fully realized or may take longer than expected to realize; and (vi) risks generally associated with acquisitions of this nature, such as unexpected credit quality problems of the acquired loans or other assets, unexpected attrition of the customer base of the acquired institution or branches, and difficulties in integration of the acquired operations. 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. Important Notices


 
3 Transaction Highlights Expands presence in desirable Midwest, Great Plains and West regions while enhancing liquidity. Strategically Compelling ▪ Successfully completed and integrated 19 bank acquisitions since 2015. ▪ Expected to provide additional optionality to optimize the balance sheet. ▪ Projected to improve funding mix with low-cost deposits that carry an overall cost of 1.43% (1). ▪ Anticipated to enhance branch strategy with the acquisition of 138 branches, increasing our density in several states while enabling us to enter new markets that boast similar characteristics to those in which we currently operate. ▪ Retention of branch personnel aims to support a smooth customer transition experience. Summary ▪ First Citizens Bank to acquire 138 branches in the Midwest, Great Plains and West regions from BMO Bank N.A. o ~$5.7 billion in deposits o ~$1.1 billion in loans o ~$1.0 billion in wealth assets under management ▪ Expected to provide ~$4.6 billion in net liquidity, which would further enhance our funding base and provide additional financial flexibility to support strategic initiatives. ▪ ~5% premium paid on deposits at closing. ▪ Anticipate simultaneous closing and conversion in mid-2026, subject to customary closing terms and conditions and regulatory approvals. ▪ Pro-forma loan to deposit ratio targeted to improve at transaction closing. ▪ Minimal dilution projected to tangible book value per share. ▪ Projected CET1 impact of ~27 bps; not anticipated to impact on-going share repurchase plan. ▪ Expected to be immediately accretive to EPS. Financially Attractive Note: Data as of August 31, 2025. (1) Representative of the weighted average rate of the total portfolio.


 
4 Continued Expansion into New and Existing Markets Acquisition includes 138 branches across 11 states in attractive markets with deep ties to the communities. Note: Branch map sourced from S&P and as of October 1, 2025. Transaction will expand our nationwide franchise adding scale and new locations in central US markets. Branches: First Citizens (520) BMO Acquired Branches (138) Pro Forma Geographic Footprint


 
5 Acquired Loan and Deposit Summary Stable deposit base with an attractive funding cost and a solid loan portfolio boasting strong credit quality. Note: Data as of August 31, 2025. (1) Representative of the weighted average rate of the total portfolio. Commercial and industrial 51% Owner occupied commercial mortgages 18% Non-owner occupied commercial mortgages 18% Other 13% $1.1 B 5.81% (1) Loan Portfolio Composition Deposit Portfolio Composition Noninterest- bearing demand 21% Checking with interest 16% Time deposits 20% Money market & savings 43% $5.7 B 1.43% (1)