10-K – 2026-02-24 – fcnca-20251231.htm

US federal statutory income tax rate $ 624   21.0   % $ 754   21.0   % $ 2,536   21.0   %
Domestic federal taxes
Tax credits
Low income housing ( 44 ) ( 1.5 ) ( 29 ) ( 0.8 ) ( 17 ) ( 0.1 )
Other ( 26 ) ( 0.9 ) ( 16 ) ( 0.4 ) ( 6 ) —  
Nontaxable and nondeductible items
Gain on acquisition —   —   —   —   ( 1,874 ) ( 15.5 )
FDIC premiums 36   1.2   24   0.7   23   0.2  
Other 4   0.1   —   —   2   —  
Other 3   0.1   3   0.1   ( 7 ) ( 0.1 )
Domestic state and local income taxes, net of federal effect 149   5.0   33   0.9   ( 51 ) ( 0.4 )
Foreign tax effects 2   0.1   2   —   5   —  
Changes in unrecognized tax benefits 17   0.6   44   1.2   —   —  
Total effective tax rate $ 765   25.7   % $ 815   22.7   % $ 611   5.1   %

On July 4, 2025, President Trump signed into law H.R. 1, referred to as the One Big Beautiful Bill Act (the “OBBBA”). The OBBBA contains several provisions that impact corporate taxation. The enactment of the OBBBA did not have a material impact on our tax rate or results of operations.

BancShares permanently reinvested eligible earnings of certain foreign subsidiaries and accordingly, does not accrue any U.S. or foreign taxes that would be due if those earnings were repatriated. As of December 31, 2025, this assertion resulted in an unrecognized net deferred tax liability of approximately $ 28 million.

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Jurisdictions which make up the majority of state and local income tax are as follows:

State and Local Jurisdictions

Year Ended December 31,
2025 2024 2023
California California California
New York New York New York
New York City North Carolina Massachusetts

The tax effects of temporary differences that give rise to deferred income tax assets and liabilities at December 31, 2025 and 2024 are presented below:

Components of Deferred Income Tax Assets and Liabilities

dollars in millions December 31, 2025 December 31, 2024
Deferred Tax Assets:
Allowance for loan and lease losses $ 466   $ 500  
Net unrealized loss on investment securities available for sale 67   226  
Deferred compensation 129   128  
Capitalized costs 21   110  
Lease liabilities 77   84  
Tax credits 75   79  
Net operating loss carry forwards 67   76  

Other 104   112  
Total gross deferred tax assets 1,006   1,315  
Deferred Tax Liabilities:
Basis difference in loans ( 1,886 ) ( 2,243 )
Operating leases ( 1,938 ) ( 1,847 )
Loans and direct financing leases ( 311 ) ( 329 )
Pension assets ( 161 ) ( 129 )
Right of use assets for operating leases ( 64 ) ( 73 )

Other ( 130 ) ( 149 )
Total deferred tax liabilities ( 4,490 ) ( 4,770 )
Total net deferred tax liability before valuation allowances ( 3,484 ) ( 3,455 )
Less: valuation allowances ( 17 ) ( 17 )
Net deferred tax liability after valuation allowances $ ( 3,501 ) $ ( 3,472 )

Net Operating Loss Carryforwards and Valuation Adjustments
As of December 31, 2025 , BancShares has DTAs totaling $ 67 million on its global net operating losses (“NOLs”). This includes: (1) DTAs of $ 50 million (net of federal expense) relating to cumulative state NOLs of $ 1.15 billion, including amounts of reporting entities that file in multiple jurisdictions, (2) DTAs of $ 12 million relating to cumulative non-U.S. NOLs of $ 55 million, and (3) DTAs of $ 5 million relating to cumulative federal NOLs of $ 23 million. The U.S. federal NOLs were substantially utilized in 2023 and the remaining federal NOLs are limited under Internal Revenue Code Sec. 382 and begin to expire in 2030. State NOLs begin to expire in 2026 and non-US NOLs will begin to expire in 2041.

As of December 31, 2025 , BancShares has DTAs of $ 75 million from its global tax credits. This includes: (1) DTAs of $ 50 million from federal tax credits, which BancShares has committed to purchase in 2026, (2) DTAs of $ 20 million (net of federal expense) from state tax credits, and (3) DTAs of $ 5 million from non-U.S. tax credits. The federal tax credits begin to expire in 2046, the state tax credits begin to expire in 2026, and the non-U.S. credits begin to expire in 2035.

During 2025, management updated BancShares’ forecast of future U.S. state taxable income. The updated forecast continues to support a valuation allowance of $ 17 million (net of federal benefit) on U.S. state DTAs relating to certain state NOLs as of December 31, 2025 .

BancShares’ ability to recognize DTAs is evaluated on a quarterly basis to determine if there are any significant events that would affect our ability to utilize existing DTAs. If events are identified that affect our ability to utilize our DTAs, changes to the valuation allowance may be required.

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Liabilities for Unrecognized Tax Benefits
A reconciliation of the beginning and ending amount of UTBs is as follows:

Unrecognized Tax Benefits

December 31, 2025 December 31, 2024 December 31, 2023
dollars in millions Liabilities for Unrecognized Tax Benefits Interest / Penalties Total Total Total
Balance at beginning of period $ 77   $ 9   $ 86   $ 31   $ 30  

Additions for tax positions related to current year 4   —   4   8   —  
Additions for tax positions related to prior years 14   6   20   48   5  
Reductions for tax positions of prior years ( 17 ) —   ( 17 ) —   —  
Expiration of statutes of limitations ( 2 ) —   ( 2 ) ( 1 ) ( 2 )
Settlements ( 1 ) ( 1 ) ( 2 ) —   ( 2 )

Balance at end of period $ 75   $ 14   $ 89   $ 86   $ 31  

BancShares recognizes tax benefits when it is more likely than not that the position will prevail, based solely on the technical merits under the tax law of the relevant jurisdiction. BancShares will recognize the tax benefit if the position meets this recognition threshold determined based on the largest amount of the benefit that is more than likely to be recognized.

During the year ended December 31, 2025 , BancShares recorded a net increase in UTBs, including interest and penalties. The net increase primarily related to additions for tax positions related to prior and current years and was partially offset by the reductions for tax positions of prior years, expiration of statutes of limitations, and settlements.

As of December 31, 2025 , the accrued liability for interest and penalties is $ 14 million. BancShares recognizes accrued interest and penalties on UTBs in income tax expense.

BancShares has UTBs relating to uncertain state tax positions in various state jurisdictions resulting from tax filings submitted to the states. No tax benefit has been recorded for these uncertain tax positions in the consolidated financial statements.

The entire $ 89 million of UTBs including interest and penalties at December 31, 2025 , would lower BancShares’ effective income tax rate, if realized.

Income Taxes Paid
Federal, state, and foreign income taxes paid, net of refunds, for the years ended December 31, 2025, 2024 and 2023 are presented in the following table:

Cash Taxes Paid

dollars in millions Year Ended December 31,
2025 2024 2023
U.S. federal $ 231   $ 207   $ 169  
U.S. state and local
New York 26   * *
New York City 24   * 27  
California * 231   216  
North Carolina * 47   *
Massachusetts * 43   38  
Illinois * 39   *
Other 31   194   63  
Total U.S. state and local 81   554   344  
Foreign 3   2   1  
Total taxes paid $ 315   $ 763   $ 514  

*Immaterial amounts not required to be disclosed and are reflected in “Other.”
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Income Tax Audits
BancShares is subject to examinations by the U.S. Internal Revenue Service and other taxing authorities in jurisdictions where BancShares has significant business operations for the years ranging from 2015 through 2025. The tax years under examination vary by jurisdiction. BancShares does not expect completion of those audits to have a material impact on the firm’s financial condition, but it may be material to operating results for a particular period, depending, in part, on the operating results for that period.

The table below presents the earliest tax years that remain subject to examination by major jurisdiction.

Jurisdiction December 31, 2025
U.S. Federal 2022
New York State and City 2015
North Carolina 2016
California 2017
Canada 2018

NOTE 20 — EMPLOYEE BENEFIT PLANS

BancShares’ benefit plans include noncontributory defined benefit pension plans and 401(k) savings plans, which are qualified under the Internal Revenue Code. BancShares also maintains agreements with certain executives providing supplemental benefits paid upon death or separation from service at an agreed-upon age.

BancShares sponsors benefit plans for its qualifying employees and eligible former employees of First Citizens Bancorporation, Inc. (“Bancorporation”) and its former subsidiary, First Citizens Bank and Trust Company, Inc. (“First-Citizens South”). Bancorporation merged with BancShares, Inc. on October 1, 2014 and First-Citizens South merged with FCB on January 1, 2015.

Certain benefit plans of CIT were assumed by BancShares on the CIT Merger Date. CIT sponsored both funded and unfunded noncontributory defined benefit pension plans, executive retirement plans, and a 401(k) savings plan covering certain employees as further discussed below.

There were no benefit plans assumed in connection with the SVBB Acquisition.

Retirement Plans
Pension Plans
BancShares sponsors three qualified noncontributory defined benefit pension plans (the “Pension Plans”), including the First-Citizens Bank & Trust Company and Adopting Related Employers Pension Plan (the “FCB Pension Plan”), the First Citizens Bank and Trust Company, Inc. Pension Plan (the “First-Citizens South Pension Plan”), and a plan assumed upon completion of the CIT Merger (the “CIT Pension Plan”).

Participants in the FCB Pension Plan and First-Citizens South Pension Plan were fully vested after five years of service. Retirement benefits are based on years of service and highest annual compensation for five consecutive years during the last ten years of employment. The FCB Pension Plan and First-Citizens South Pension Plan were closed to new participants as of April 1, 2007 and September 1, 2007, respectively. On the CIT Merger Date, BancShares assumed the CIT Pension Plan which is also closed to new participants. There were no discretionary contributions made to the Pension Plans during 2025 or 2024.

BancShares makes contributions to the Pension Plans in amounts between the minimum required for funding and the maximum amount deductible for federal income tax purposes. Management evaluates the need for its contributions to these plans on a periodic basis based upon numerous factors including, but not limited to, funded status, returns on plan assets, discount rates and the current economic environment.

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Supplemental and Executive Retirement Plans
Upon the CIT Merger Date, BancShares assumed a frozen U.S. non-contributory supplemental retirement plan (the “Supplemental Retirement Plan”) and an additional retirement plan for certain executives (the “Executive Retirement Plan”), which had been closed to new participants since 2006 and whose participants were all inactive. There were no discretionary contributions made to the Executive Retirement Plan or the Supplemental Retirement Plan in 2025 or 2024. Accumulated balances under the Executive Retirement Plan and the Supplemental Retirement Plan continue to receive periodic interest, subject to certain government limits. The interest credit was 4.8 % and 4.3 %, respectively, for the years ended December 31, 2025 and 2024.

Funding for Retirement Plans
The funding policy for the Pension Plans is to contribute an amount each year to meet all Employee Retirement Income Security Act (“ERISA”) minimum requirements, including amounts to meet quarterly funding requirements, avoid “at-risk” status and avoid any benefit restrictions. BancShares may also contribute additional voluntary amounts each year (up to the maximum tax-deductible amount) in order to achieve certain target funding levels in the plans, with consideration also given to current and future cash flow and tax positions. No contributions are currently expected for the year ending December 31, 2026. The tables and disclosures below address the following: (i) the Pension Plans, the Supplemental Retirement Plan, and the Executive Retirement Plan (collectively, the “Retirement Plans”). The Supplemental and Executive Retirement Plans are unfunded. Therefore, the tables and disclosures below regarding plan assets apply to the Pension Plans, which are funded.

Obligations and Funded Status

The following table provides the changes in benefit obligations, assets and the funded status of the Retirement Plans at December 31, 2025 and 2024.
Obligations and Funded Status

dollars in millions Retirement Plans
2025 2024
Change in benefit obligation
Projected benefit obligation at January 1 $ 1,140   $ 1,169  

Service cost 8   10  
Interest cost 63   59  
Actuarial loss (gain) 18   ( 30 )
Benefits paid ( 70 ) ( 68 )

Projected benefit obligation at December 31 1,159   1,140  
Change in plan assets
Fair value of plan assets at January 1 1,648   1,589  

Actual return on plan assets 212   121  
Employer contributions (1)
6   6  
Benefits paid ( 70 ) ( 68 )
Fair value of plan assets at December 31 1,796   1,648  
Funded status at December 31 $ 637   $ 508  
Information for retirement plans with a benefit obligation in excess of plan assets
Projected and accumulated benefit obligations $ 48   $ 49  

Reported in Consolidated Balance Sheets
Funded Pension Plans (other assets) 685   557  
Unfunded Supplemental and Executive Retirement Plans (other liabilities) ( 48 ) ( 49 )
Net funded status of Retirement Plans $ 637   $ 508  

(1) Represents contributions to cover benefits paid for unfunded Supplemental and Executive Retirement Plans.

The following table includes the amounts recognized in AOCI, before income taxes, at December 31, 2025 and 2024. Refer to Note 16—Accumulated Other Comprehensive (Loss) Income for additional information.

dollars in millions Retirement Plans
2025 2024
Net actuarial gain $ 282   $ 182  

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The accumulated benefit obligation for the Retirement Plans at December 31, 2025 and 2024 was $ 1.11 billion and $ 1.09 billion, respectively. The Retirement Plans use a measurement date of December 31.

The following table shows the components of periodic benefit cost related to the Retirement Plans and changes in assets and benefit obligations of the Retirement Plans recognized in other comprehensive income, before income taxes, for the years ended December 31, 2025, 2024 and 2023. Refer to Note 16—Accumulated Other Comprehensive (Loss) Income for additional information.

Net Periodic Benefit Costs and Other Amounts

dollars in millions Retirement Plans
Year Ended December 31
2025 2024 2023
Service cost $ 8   $ 10   $ 9  
Interest cost 63   59   61  
Expected return on assets ( 94 ) ( 91 ) ( 85 )

Total net periodic benefit ( 23 ) ( 22 ) ( 15 )

Actuarial gain recognized in other comprehensive income ( 100 ) ( 60 ) ( 109 )
Total recognized in net periodic benefit cost and other comprehensive income $ ( 123 ) $ ( 82 ) $ ( 124 )

The actuarial gain in 2025 was primarily due to return on assets greater than expected, partially offset by the impact of a lower discount rate. The actuarial gain in 2024 was primarily due to return on assets greater than expected and higher discount rates, partially offset by higher interest crediting rate. Amortization of the actuarial gain recognized in earnings is excluded from the table above as it was less than one million dollars in 2025, 2024, and 2023.

Service costs and the amortization of prior service costs are recorded in personnel expense, while interest cost, expected return on assets and the amortization of actuarial gains or losses are recorded in other noninterest expense. Amortization of prior service cost is excluded from the table above as it was less than one million dollars in 2025, 2024, and 2023.

The weighted average assumptions (as of the end of each year) used to determine the benefit obligations at December 31, 2025 and 2024 are as follows:

Weighted Average Assumptions
Retirement Plans
2025 2024
Discount rate 5.57   % 5.69   %
Rate of compensation increase 4.60   4.60  
Interest crediting rate (1)
4.25   4.50  

(1) Specific to cash investments in the CIT Pension Plan.
The weighted average assumptions (as of the beginning of each year) used to determine the net periodic benefit cost for the years ended December 31, 2025, 2024 and 2023, are as follows:
Weighted Average Assumptions

Retirement Plans
2025 2024 2023
Discount rate 5.69   % 5.17   % 5.57   %
Rate of compensation increase 4.60   5.60   5.60  
Expected long-term return on plan assets 6.20   6.18   6.14  
Interest crediting rate (1)
4.50   4.00   4.25  

(1) Specific to cash investments in the CIT Pension Plan.
The estimated discount rate, which represents the interest rate that could be obtained for a suitable investment used to fund the benefit obligations, is based on a yield curve developed from high-quality corporate bonds across a full maturity spectrum. The projected cash flows of the Pension Plans are discounted based on this yield curve and a single discount rate is calculated to achieve the same present value. The decrease in the discount rate from 5.69 % at December 31, 2024 to 5.57 % at December 31, 2025 used to determine the benefit obligations is reflective of the market conditions.

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The weighted average expected long-term rate of return on Pension Plans’ assets represents the average rate of return expected to be earned on the Pension Plans’ assets over the period the benefits included in the benefit obligation are to be paid. In developing the expected rate of return on the Pension Plans’ assets, historical and current returns, as well as investment allocation strategies, are considered.

Assets of the Pension Plans
For the Pension Plans, our primary total return objective is to achieve returns over the long term that will fund retirement liabilities and provide desired benefits of the Pension Plans in a manner that satisfies the fiduciary requirements of the ERISA. The Pension Plans’ assets have a long-term time horizon that runs concurrent with the average life expectancy of the participants. As such, the Pension Plans can assume a time horizon that extends well beyond a full market cycle and can assume a reasonable level of risk. It is expected, however, that both professional investment management and sufficient portfolio diversification will smooth volatility and help generate a consistent level of return. The investments are broadly diversified across global, economic and market risk factors in an attempt to reduce volatility and target multiple return sources. Within approved guidelines and restrictions, the investment manager has discretion over the timing and selection of individual investments. Depending on the investment type, Pension Plan assets may be held by BancShares’ trust department or held by a third-party servicer.

Equity securities are measured at fair value using observable closing prices. These securities are classified as Level 1 as they are traded in an active market. Fixed income securities are generally estimated using a third-party pricing service. The third-party provider evaluates securities based on comparable investments with trades and market data and will utilize pricing models which use a variety of inputs, such as benchmark yields, reported trades, issuer spreads, benchmark securities, bids and offers as needed. These securities are generally classified as Level 2.

Investments in collective investment funds, limited partnerships and common collective trusts were measured using the NAV per share practical expedient and are not required to be classified in the fair value hierarchy.

There were no direct investments in equity securities of BancShares included in the Pension Plans’ assets in any of the years presented.
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The following tables summarize the fair values and fair value hierarchy for the assets of the Pension Plans at December 31, 2025 and 2024.

Fair Value Measurements

dollars in millions December 31, 2025
Market Value Level 1 Level 2 Level 3 Not Classified (1)
Weighted Average Target Allocation Pension Plans Actual %
of Plans'
Assets
Cash and equivalents $ 68   $ 68   $ —   $ —   $ —  — % - 5 %
4   %
Equity securities 25 % - 65 %
45   %
Common and preferred stock 363   363   —   —   — 
Mutual funds 221   221   —   —   — 
Exchange traded funds 223   223   —   —   — 
Fixed income 30 % - 65 %
46   %
U.S. government and government agency securities 4   —   4   —   — 
Corporate bonds 4   —   4   —   — 
Collective investment funds (fixed income) 825   —   —   —   825  

Alternative investments — % - 30 %
5   %

Limited partnerships 88   —  —  —  88  

Total pension assets $ 1,796   $ 875   $ 8   $ —   $ 913   100   %

December 31, 2024
Market Value Level 1 Level 2 Level 3 Not Classified (1)
Weighted Average Target Allocation Pension Plans Actual %
of Plans'
Assets
Cash and equivalents $ 56   $ 56   $ —   $ —   $ —  — % - 5 %
3   %
Equity securities 25 % - 65 %
48   %
Common and preferred stock 145   145   —   —   — 
Mutual funds 182   182   —   —   — 
Exchange traded funds 458   458   —   —   — 
Fixed income 30 % - 65 %
45   %
U.S. government and government agency securities 7   —   7   —   — 
Corporate bonds 6   —   6   —   — 
Collective investment funds (fixed income) 736   —   —   —   736  

Alternative investments — % - 30 %
4   %

Limited partnerships 58   —  —  —  58  
Total pension assets $ 1,648   $ 841   $ 13   $ —   $ 794   100   %

(1) These investments have been measured using the NAV per share practical expedient and are not required to be classified in the above tables.

Cash Flows
The following table presents estimated future benefits projected to be paid for the next ten years from the Pension Plans’ assets or from BancShares’ general assets calculated using current actuarial assumptions. Actual benefit payments may differ from projected benefit payments.

Projected Benefits

dollars in millions Retirement Plans
2026 $ 75  
2027 79  
2028 81  
2029 84  
2030 86  
2031-2035 441  

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401(k) Savings Plans

BancShares sponsors two qualified defined contribution plans, the FCB 401(k) Plan and the FCB Legacy 401(k) Plan (the “Legacy 401(k) Plan,” and together with the FCB 401(k) Plan, the “401(k) Plans”), which allow employees to voluntarily defer a pre-tax and/or post-tax portion of their compensation for retirement and receive certain employer contributions as further described below. Employees are eligible to participate in only one of the 401(k) Plans, depending on their hire date and whether they were hired before the Pension Plans and 401(k) Plans were restructured in 2007 (the “Restructuring of the Plans”), and in accordance with their elections made at that time.

Employees hired prior to the Restructuring of the Plans who elected to continue participation in their respective Pension Plan are eligible to make deferrals and receive employer matching contributions in accordance with the Legacy 401(k) Plan. Under the Legacy 401(k) Plan, FCB matches participants’ deferrals in an amount equal to 100 % of the first 3 %, and 50 % of the next 3 %, of the participant's compensation that he or she defers, up to and including a maximum matching contribution of 4.5 % of the participant’s eligible compensation.

Employees hired prior to the Restructuring of the Plans who elected to participate in an “enhanced” 401(k) plan (now, the FCB 401(k) Plan) and associates hired or rehired after the Restructuring of the Plans (including former CIT and Silicon Valley Bank associates) can only participate in the FCB 401(k) Plan. Under the FCB 401(k) Plan, BancShares matches participants’ deferrals in an amount equal to 100 % of the first 6 % of the participant’s eligible compensation. The matching contribution immediately vests. In addition, BancShares may make discretionary nonelective employer contributions under the FCB 401(k) Plan to each eligible participant’s account, without regard to the amount of the participant’s deferrals. Historically, this nonelective employer contribution has been equal to 3 % of participants’ eligible compensation. The nonelective employer contribution vests after three years of service.

BancShares recognized expense for contributions to the 401(k) Plans of $ 174 million, $ 165 million, and $ 114 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Additional Benefits for Executives, Directors, and Officers

BancShares has entered into contractual agreements with certain executives providing payments for a period of no more than ten years following separation from service occurring no earlier than an agreed-upon age. These agreements also provide a death benefit in the event a participant dies prior to separation from service or during the payment period following separation from service. BancShares has also assumed liability for contractual obligations to directors and officers of previously acquired entities.

The following table provides the accrued liability as of December 31, 2025 and 2024, and the changes in the accrued liability during the years then ended:

dollars in millions 2025 2024
Accrued liability as of January 1 $ 33   $ 34  

Benefit expense and interest cost 2   3  
Benefits paid ( 3 ) ( 4 )

Accrued liability as of December 31 $ 32   $ 33  
Discount rate at December 31 4.68   % 4.86   %

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Other Compensation Plans
BancShares offers various short-term and long-term incentive plans for certain employees. Compensation awarded under these plans may be based on defined formulas, performance criteria, or at the discretion of management. The incentive compensation programs were designed to motivate employees through a balanced approach of risk and reward for their contributions toward BancShares’ success. As of December 31, 2025 and 2024, the accrued liability for incentive compensation was $ 659 million and $ 705 million, respectively.

Certain compensation awards converted to BancShares’ RSUs at completion of the CIT Merger. Compensation expense related to these awards was recognized over the vesting period or the requisite service period, which was generally three years for BancShares’ RSUs. The following table presents the vesting activity during 2024. There were no grants of stock-based compensation awards during 2025 or 2024 and there were no unvested awards as of December 31, 2025 and 2024, as 2024 was the last year of vesting. The fair value of RSUs that vested and settled in stock during 2024 were $ 31 million.

Stock-Settled Awards Outstanding

share amounts in whole dollars
Stock-Settled Awards
Number of Shares Weighted Average Grant Date Value (1)

December 31, 2024
Unvested at beginning of period 20,255   $ 859.76  

Forfeited / cancelled —   859.76  
Vested / settled awards ( 20,255 ) 859.76  

Unvested at end of period —   $ 859.76  

(1) Represents the share price of BancShares as of the CIT Merger Date.

NOTE 21 — SEGMENT INFORMATION

Effective January 1, 2025, we made changes to the composition of our reportable segments as further discussed in Note 1—Significant Accounting Policies and Basis of Presentation, and the segment disclosures below for 2024 and 2023 were recast to conform with those segment composition changes.

BancShares’ segments include the General Bank, the Commercial Bank, and Rail. All other financial information not included in the segments is reported in the Corporate section of the segment disclosures. We do not aggregate multiple operating segments into a reportable segment. Therefore, each of our operating segments are reportable segments.

Under our segment expense allocation methodology, allocated expenses increase noninterest expense of the applicable segment(s), with an offsetting decrease to Corporate noninterest expense. “All other noninterest expense” in the segment reporting tables below includes the effect of allocated expenses, resulting in a reduction to expense (or “Contra Expense”) for Corporate.

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General Bank
The General Bank segment delivers products and services to consumer and small business clients through our extensive network of branches and various digital channels. We offer a full suite of deposit products, loans (primarily residential mortgages and business and commercial loans), cash management, private banking, wealth management, payment services, and treasury services. We offer conforming and jumbo residential mortgage loans throughout the United States that are primarily originated through branches and retail referrals, employee referrals, internet leads, direct marketing and a correspondent lending channel, as well as through our private banking teams. Our wealth and private banking business offers a customized suite of products and services to individuals and institutional clients, as well as private equity and venture capital professionals and executive leaders of the innovation companies they support. Offerings include brokerage, investment advisory, private stock loans, other secured and unsecured lending products and vineyard development loans, as well as planning-based financial strategies, family office, financial planning, tax planning and trust services. The General Bank segment also includes a community association bank business that supports deposit, cash management and lending to homeowner associations and property management companies.

Revenue is primarily generated from interest income on loans and leases. Noninterest income is primarily generated from fees for banking and advisory services, including lending-related fees, most of the deposit fees and service charges and cardholder services, along with essentially all of the wealth management services income. We primarily originate loans by utilizing our branch network and industry referrals, as well as direct digital marketing efforts. We derive our SBA loans through a network of SBA originators. We periodically purchase loans on a whole-loan basis. We also invest in community development that supports the construction of affordable housing in our communities in line with our CRA initiatives.

Commercial Bank
The Commercial Bank segment provides a range of lending, leasing, capital markets, asset management, and other financial and advisory services, primarily tailored to commercial and middle market companies in a wide range of industries, including energy, healthcare, technology media and telecommunications, maritime, and aerospace and defense. Loans offered are primarily senior secured loans collateralized by accounts receivable, inventory, machinery and equipment, transportation equipment, and/or intangibles, and are often used for working capital, plant expansion, acquisitions, or recapitalizations. These loans include revolving lines of credit and term loans and, depending on the nature of the collateral, may be referred to as collateral-backed loans, asset-based loans or cash flow loans. We provide senior secured loans to developers and other commercial real estate professionals. Additionally, we provide business loans and leases, including both capital and operating leases, through a highly automated credit approval, documentation and funding process.

As disclosed in Note 1—Significant Accounting Policies and Basis of Presentation, Commercial Bank now includes products and services offered to commercial clients and investors across stages, sectors and regions in the innovation ecosystem, as well as private equity and venture capital firms. Loan products are offered through Global Fund Banking and Technology and Healthcare Banking and consist of capital call lines of credit, investor dependent loans, and commercial and industrial loans made primarily to technology, life science and healthcare companies.

We also provide factoring, receivable management, supply chain financing, and secured financing to businesses that operate in several industries. These include apparel, textile, furniture, home furnishings, and consumer electronics. Factoring entails the assumption of credit risk with respect to trade accounts receivable arising from the sale of goods from our factoring clients to their customers that have been factored (i.e., sold or assigned to the factor). Our factoring clients, which are generally manufacturers or importers of goods, are the counterparties on factoring, financing or receivables purchasing agreements to sell trade receivables to us. Our factoring clients’ customers, which are generally retailers, are the account debtors and obligors on trade accounts receivable that have been factored.

Revenue is primarily generated from interest income on loans and leases. Noninterest income is mostly generated from rental income on operating lease equipment, lending-related fees, including most of the capital market fees and international fees, essentially all of the client investment fees, and other revenue from banking services. Noninterest income also includes all of the commissions earned on factoring-related activities. We derive our commercial lending business through direct marketing to borrowers, lessees, manufacturers, vendors, and distributors, as well as through our private equity and venture capital relationships. We also utilize referrals as a source for commercial lending business and may periodically buy participations or syndications of loans and lines of credit, or purchase loans on a whole-loan basis.

Rental income and depreciation expense on operating lease equipment is related to small and large ticket equipment we own and lease to others. Rental income is generally influenced by the size of the operating lease portfolio. Operating lease equipment is subject to depreciation expense over the useful life of the small and large ticket equipment, which is generally 3 - 10 years.

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We offer a full suite of commercial deposit products and services through online and mobile banking platforms, as well as physical locations.

Rail
The Rail segment offers customized leasing and financing solutions on a fleet of railcars and locomotives to railroads and shippers throughout North America. Railcar types include covered hopper cars used to ship grain and agricultural products, plastic pellets, sand, and cement; tank cars for energy products and chemicals; gondolas for coal, steel coil and mill service products; open-top hopper cars for coal and aggregates; boxcars for paper and auto parts; and centerbeams and flat cars for lumber. Revenue is generated primarily from rental income on operating lease equipment, which is included in noninterest income, and to a lesser extent, gains on sale of leasing equipment. Rental income is generally influenced by the size of the operating lease portfolio, utilization of the railcars, re-pricing of equipment renewed upon lease maturities, and pricing on new leases. Re-pricing refers to the rental rate in the renewed equipment contract compared to the prior contract.

Operating lease equipment is subject to depreciation expense over the useful life of the rail equipment, which is generally longer in duration, 40 - 50 years. The Rail segment leases railcars, primarily pursuant to full-service lease contracts under which we, as lessor, are responsible for railcar maintenance and repair. Maintenance and other operating lease expenses relate to equipment ownership and leasing costs associated with the railcar portfolio and tend to be variable due to timing and the number of railcars coming on or off lease as well as asset condition.

Corporate
All other financial information not included in the segments is reported in Corporate. Corporate contains BancShares’ centralized treasury function, which manages the investment security portfolio, interest-earning deposits at banks and corporate/wholesale funding (e.g., borrowings, Direct Bank deposits and brokered deposits). Corporate deposits are primarily comprised of Direct Bank deposits.

Corporate includes interest income on investment securities and interest-earning deposits at banks; interest expense for borrowings, Direct Bank deposits, and brokered deposits; as well as funds transfer pricing allocations. Noninterest income includes gains or losses on sales of investment securities, fair value adjustments on marketable equity securities, and income from bank owned life insurance. Personnel cost in Corporate includes the personnel costs not allocated to the operating segments. Corporate includes acquisition-related expenses and certain items related to accounting for business combinations, such as gains on acquisitions, Day 2 Provision for Credit Losses and discount accretion income for certain acquired loans. Corporate also includes the offsetting impacts of Allocated Expenses as discussed above.

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Segment Results and Select Period End Balances
The following tables present the condensed income statements by segment and include the significant segment expenses and measure of segment profit or loss.

dollars in millions Year Ended December 31, 2025
General Bank Commercial Bank Rail Corporate (1)
BancShares (2)

Net interest income (expense) $ 3,299   $ 3,205   $ ( 213 ) $ 523   $ 6,814  
Rental income on operating lease equipment —   219   877   —   1,096  
All other noninterest income 664   906   16   45   1,631  
Total noninterest income 664   1,125   893   45   2,727  
Total revenue 3,963   4,330   680   568   9,541  
Depreciation on operating lease equipment —   175   223   —   398  
Maintenance and other operating lease expenses —   —   244   —   244  
Personnel cost 838   737   26   1,693   3,294  
Acquisition-related expenses —   —   —   141   141  
All other noninterest expense (3)
1,493   1,686   72   ( 1,272 ) 1,979  
Total noninterest expense 2,331   2,598   565   562   6,056  

Provision for credit losses 77   437   —   —   514  
Income before income taxes 1,555   1,295   115   6   2,971  
Income tax expense 380   320   28   37   765  
Net income (loss) $ 1,175   $ 975   $ 87   $ ( 31 ) $ 2,206  
Select Period End Balances
Loans and leases $ 64,958   $ 82,910   $ 62   $ —   $ 147,930  
Operating lease equipment, net —   739   8,882   —   9,621  
Investment securities —   —   —   41,564   41,564  
Deposits 74,796   41,532   2   45,248   161,578  

(1) Corporate includes all other financial information that is not included in the reportable segments.

(2) In the segment reporting table above, there are no reconciling differences between BancShares and the aggregate of all reportable segments and Corporate.

(3) All other noninterest expense represents “other segment items” under ASC 280 and primarily includes Allocated Expenses, net occupancy expense, equipment expense, professional fees, third-party processing fees, FDIC insurance expense, marketing expense, and intangible amortization. All other noninterest expense is presented net of Allocated Expenses in the segment reporting table above, resulting in Contra Expense for Corporate as further discussed above.

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Year Ended December 31, 2024
General Bank Commercial Bank Rail Corporate (1)
BancShares (2)

Net interest income (expense) $ 2,951   $ 3,403   $ ( 186 ) $ 975   $ 7,143  
Rental income on operating lease equipment —   227   821   —   1,048  
All other noninterest income 612   882   14   59   1,567  
Total noninterest income 612   1,109   835   59   2,615  
Total revenue 3,563   4,512   649   1,034   9,758  
Depreciation on operating lease equipment —   185   209   —   394  
Maintenance and other operating lease expenses —   —   219   —   219  
Personnel cost 783   741   25   1,529   3,078  
Acquisition-related expenses —   —   —   210   210  
All other noninterest expense (3)
1,342   1,626   59   ( 1,193 ) 1,834  
Total noninterest expense 2,125   2,552   512   546   5,735  

Provision for credit losses 135   296   —   —   431  
Income before income taxes 1,303   1,664   137   488   3,592  
Income tax expense 362   442   36   ( 25 ) 815  
Net income $ 941   $ 1,222   $ 101   $ 513   $ 2,777  
Select Period End Balances
Loans and leases $ 64,887   $ 75,272   $ 62   $ —   $ 140,221  
Operating lease equipment, net —   750   8,573   —   9,323  
Investment securities —   —   —   44,090   44,090  
Deposits 72,956   40,026   18   42,229   155,229  

dollars in millions Year Ended December 31, 2023
General Bank Commercial Bank Rail Corporate (1)
BancShares (2)

Net interest income (expense) $ 2,560   $ 2,682   $ ( 141 ) $ 1,611   $ 6,712  
Rental income on operating lease equipment —   231   740   —   971  
All other noninterest income 526   756   5   9,817   11,104  
Total noninterest income 526   987   745   9,817   12,075  
Total revenue 3,086   3,669   604   11,428   18,787  
Depreciation on operating lease equipment —   179   192   —   371  
Maintenance and other operating lease expenses —   —   222   —   222  
Personnel cost 734   599   22   1,281   2,636  
Acquisition-related expenses —   —   —   470   470  
All other noninterest expense (3)
1,259   1,468   50   ( 1,141 ) 1,636  
Total noninterest expense 1,993   2,246   486   610   5,335  

Provision for credit losses 53   606   —   716   1,375  
Income before income taxes 1,040   817   118   10,102   12,077  
Income tax expense 279   213   31   88   611  
Net income $ 761   $ 604   $ 87   $ 10,014   $ 11,466  
Select Period End Balances
Loans and leases $ 61,245   $ 72,034   $ 23   $ —   $ 133,302  
Operating lease equipment, net —   780   7,966   —   8,746  
Investment securities —   —   —   29,999   29,999  
Deposits 68,507   38,179   13   39,155   145,854  

(1) Corporate includes all other financial information that is not included in the reportable segments.

(2) In the segment reporting table above, there are no reconciling differences between BancShares and the aggregate of all reportable segments and Corporate.

(3) All other noninterest expense represents “other segment items” under ASC 280 and primarily includes Allocated Expenses, net occupancy expense, equipment expense, professional fees, third-party processing fees, FDIC insurance expense, marketing expense, and intangible amortization. All other noninterest expense is presented net of Allocated Expenses in the segment reporting table above, resulting in Contra Expense for Corporate as further discussed above.

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NOTE 22 — COMMITMENTS AND CONTINGENCIES

Commitments
To meet the financing needs of its customers, BancShares and its subsidiaries have financial instruments with off-balance sheet risk. These financial instruments involve elements of credit, interest rate or liquidity risk and include commitments to extend credit and standby letters of credit.

The accompanying table summarizes credit-related commitments and other purchase and funding commitments:

dollars in millions December 31, 2025 December 31, 2024
Financing Commitments
Financing assets (excluding leases) $ 51,726   $ 53,250  
Letters of Credit
Financial standby letters of credit 2,583   2,188  
Other letters of credit 227   103  
Deferred Purchase Agreements 1,723   1,802  
Purchase and Funding Commitments (1)
102   178  

(1)     BancShares’ purchase and funding commitments relate to the Rail segment commitments to fund railcar manufacturer purchase and upgrade commitments.

Financing Commitments
Commitments to extend credit are legally binding agreements to lend to customers. These commitments generally have fixed expiration dates or other termination clauses and may require payment of fees. Established credit standards control the credit risk exposure associated with these commitments. In some cases, BancShares requires collateral be pledged to secure the commitment, including cash deposits, securities and other assets.

Financing commitments, referred to as net unfunded loan commitments or lines of credit, primarily reflect BancShares’ agreements to lend to its customers, subject to the customers’ compliance with contractual obligations. At December 31, 2025 and 2024, substantially all undrawn financing commitments were senior facilities. Financing commitments also include $ 360  million and $ 79  million at December 31, 2025 and 2024, respectively, related to off-balance sheet commitments to fund other tax credit investments and other unconsolidated investments. These off-balance sheet investment commitments are contingent on events that have yet to occur and may be subject to change.

As financing commitments may not be fully drawn, may expire unused, may be reduced or canceled at the customer’s request, and may require the customer to be in compliance with certain conditions, commitment amounts do not necessarily reflect actual future cash flow requirements.

The table above excludes uncommitted revolving credit facilities extended by Commercial Services to its clients for working capital purposes. In connection with these facilities, Commercial Services has the sole discretion throughout the duration of these facilities to determine the amount of credit that may be made available to its clients at any time and whether to honor any specific advance requests made by its clients under these credit facilities.

Letters of Credit
Standby letters of credit are commitments to pay the beneficiary thereof if drawn upon by the beneficiary upon satisfaction of the terms of the letter of credit. Those commitments are primarily issued to support public and private borrowing arrangements. To mitigate its risk, BancShares’ credit policies govern the issuance of standby letters of credit. The credit risk related to the issuance of these letters of credit is essentially the same as in extending loans to clients and, therefore, these letters of credit are collateralized when necessary. These financial instruments generate fees and involve, to varying degrees, elements of credit risk in excess of amounts recognized in the Consolidated Balance Sheets.

Deferred Purchase Agreements
A DPA is provided in conjunction with factoring, whereby a client is provided with credit protection for trade receivables without purchasing the receivables. The trade receivables terms generally require payment in 90 days or less. If the client’s customer is unable to pay an undisputed receivable solely as the result of credit risk, BancShares is then required to purchase the receivable from the client, less any borrowings for such client based on such defaulted receivable. The outstanding amount in the table above, less $ 211 million and $ 166 million at December 31, 2025 and 2024, respectively, of borrowings for such clients, is the maximum amount that BancShares would be required to pay under all DPAs. This maximum amount would only occur if all receivables subject to DPAs default in the manner described above, thereby requiring BancShares to purchase all such receivables from the DPA clients.
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The table above includes $ 1.71 billion and $ 1.74 billion of DPA exposures at December 31, 2025 and 2024, respectively, related to receivables on which BancShares has assumed the credit risk. The table also includes $ 13 million and $ 59 million available under DPA credit line agreements provided at December 31, 2025 and 2024, respectively. The DPA credit line agreements specify a contractually committed amount of DPA credit protection and are cancellable by us only after a notice period, which is typically 90 days or less.

Litigation and Other Contingencies
The Parent Company and certain of its subsidiaries have been named as a defendant in legal actions arising from its normal business activities in which damages in various amounts are claimed. BancShares is also exposed to litigation risk relating to the prior business activities of banks from which assets were acquired and liabilities assumed.

BancShares is involved, and from time to time in the future may be involved, in a number of pending and threatened judicial, regulatory, and arbitration proceedings as well as proceedings, investigations, examinations and other actions brought or considered by governmental and self-regulatory agencies. These matters arise in connection with the ordinary conduct of BancShares’ business. At any given time, BancShares may also be in the process of responding to subpoenas, requests for documents, data and testimony relating to such matters and engaging in discussions to resolve the matters (all of the foregoing collectively being referred to as “Litigation”). While most Litigation relates to individual claims, BancShares may be subject to putative class action claims and similar broader claims and indemnification obligations.

In light of the inherent difficulty of predicting the outcome of Litigation matters and indemnification obligations, particularly when such matters are in their early stages or where the claimants seek indeterminate damages, BancShares cannot state with confidence what the eventual outcome of the pending Litigation will be, what the timing of the ultimate resolution of these matters will be, or what the eventual loss, fines, or penalties related to each pending matter will be, if any. In accordance with applicable accounting guidance, BancShares’ establishes reserves for Litigation when those matters present loss contingencies as to which it is both probable that a loss will occur and the amount of such loss can reasonably be estimated. The actual results of resolving such matters may be substantially higher than the amounts reserved.

For certain Litigation matters for which a loss is probable or reasonably possible, BancShares is able to estimate a range of reasonably possible losses in excess of any established reserve, or for which there is no established reserve. Management currently estimates an aggregate range of reasonably possible losses of up to approximately $ 25 million in excess of any established reserves. This estimate represents reasonably possible losses (in excess of any established reserves) over the life of such Litigation, which may span a currently indeterminable number of years, and is based on information currently available as of December 31, 2025. The Litigation matters underlying the estimated range will change from time to time, and actual results may vary significantly from this estimate. For certain other Litigation matters for which a loss is probable or reasonably possible, BancShares is not able to estimate a range of reasonably possible losses.

Based on information currently available as of December 31, 2025, those Litigation matters for which BancShares is not able to estimate a range of reasonably possible losses or as to which a loss does not appear to be reasonably possible are not included within this estimated range and, therefore, this estimated range does not represent BancShares’ maximum loss exposure.

The foregoing statements about BancShares’ Litigation are based on BancShares’ judgments, assumptions, and estimates and are necessarily subjective and uncertain. In the event of unexpected future developments, it is possible that the ultimate resolution of these cases, matters, and proceedings, if unfavorable, may be material to BancShares’ consolidated financial position in a particular period.

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NOTE 23 — PARENT COMPANY FINANCIAL STATEMENTS

The following tables present condensed stand-alone financial statements of the Parent Company:

Parent Company
Condensed Balance Sheets
dollars in millions December 31, 2025 December 31, 2024
Assets
Cash and due from banks $ 466   $ 310  
Interest-earning deposits at banks 4   1  
Investment in marketable equity securities 119   99  
Note receivable from banking subsidiary —   200  
Investment in banking subsidiary 23,371   21,932  
Investment in other subsidiaries 185   97  
Other assets 81   75  
Total assets $ 24,226   $ 22,714  
Liabilities and Stockholders' Equity
Long-term borrowings $ 1,839   $ 350  
Borrowings due to banking subsidiary —   44  

Other liabilities 149   92  
Total liabilities 1,988   486  
Stockholders’ equity 22,238   22,228  
Total liabilities and stockholders’ equity $ 24,226   $ 22,714  

Parent Company
Condensed Statements of Income
Year Ended December 31
dollars in millions 2025 2024 2023
Income
Dividends from banking subsidiary $ 1,680   $ 2,221   $ 367  
Other income (loss) 25   25   ( 8 )
Total income 1,705   2,246   359  
Expenses
Interest expense 80   16   22  
Other expenses 75   61   40  
Total expenses 155   77   62  
Income before income taxes and equity in undistributed net income of subsidiaries 1,550   2,169   297  
Income tax benefit ( 16 ) ( 22 ) ( 14 )
Income before equity in undistributed net income of subsidiaries 1,566   2,191   311  
Equity in undistributed net income of subsidiaries 640   586   11,155  
Net income 2,206   2,777   11,466  
Preferred stock dividends 57   61   59  
Net income available to common stockholders $ 2,149   $ 2,716   $ 11,407  

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Parent Company
Condensed Statements of Cash Flows
Year Ended December 31
dollars in millions 2025 2024 2023
OPERATING ACTIVITIES
Net income $ 2,206   $ 2,777   $ 11,466  
Adjustments to reconcile net income to cash provided by operating activities:
Undistributed net income of subsidiaries ( 640 ) ( 586 ) ( 11,155 )
Deferred tax expense (benefit) 16   2   ( 5 )

Fair value adjustment on marketable equity securities, net ( 22 ) ( 13 ) 11  
Stock based compensation expense —   —   5  
Realized gain on sale of investment securities, net —   ( 6 ) —  

Net change in other assets ( 13 ) ( 15 ) ( 17 )
Net change in other liabilities 18   ( 5 ) 3  
Other operating activities 2   3   —  
Net cash provided by operating activities 1,567   2,157   308  
INVESTING ACTIVITIES

Net (increase) decrease in interest-earning deposits at banks ( 3 ) 4   ( 2 )
Purchase of marketable equity securities —   ( 6 ) —  
Proceeds from sale of marketable equity securities 1   15   —  

Note receivable from banking subsidiary 200   ( 200 ) —  

Other investing activities ( 359 ) ( 23 ) —  
Net cash used in investing activities ( 161 ) ( 210 ) ( 2 )
FINANCING ACTIVITIES

Repayment of long-term borrowings ( 350 ) ( 17 ) ( 87 )
Repayment of borrowings due to banking subsidiary ( 44 ) ( 1 ) ( 15 )
Net proceeds from issuance of long-term borrowings 1,838   —   —  
Net proceeds from preferred stock issuance 494   —   —  
Repurchase of Class A common stock ( 3,027 ) ( 1,648 ) —  
Cash dividends paid ( 161 ) ( 158 ) ( 117 )
Other financing activities —   ( 13 ) ( 6 )
Net cash used in financing activities ( 1,250 ) ( 1,837 ) ( 225 )
Net change in cash and due from banks 156   110   81  
Cash and due from banks at beginning of year 310   200   119  
Cash and due from banks at end of year $ 466   $ 310   $ 200  
CASH PAYMENTS (REFUNDS) FOR:
Interest $ 51   $ 15   $ 23  
Income taxes —   ( 1 ) 470  

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Item 9A. Controls and Procedures.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Under the supervision of and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined in Rule 13a-15(e) promulgated under the Exchange Act, as of the end of the period covered by this Annual Report on Form 10-K. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective to provide reasonable assurance that we are able to record, process, summarize and report in a timely manner the information required to be disclosed in the reports we file under the Exchange Act.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
We review our internal controls over financial reporting on an ongoing basis and make changes intended to ensure the quality of our financial reporting. There were no changes in our internal control over financial reporting during the fourth quarter of 2025 that have materially affected, or are reasonably likely to materially affect, BancShares’ internal control over financial reporting.

MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The management of BancShares is responsible for establishing and maintaining adequate internal control over financial reporting. BancShares’ internal control system was designed to provide reasonable assurance to BancShares’ management and the Board regarding the preparation and fair presentation of published financial statements.

BancShares’ management assessed the effectiveness of BancShares’ internal control over financial reporting as of December 31, 2025. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013). Based on that assessment, BancShares’ management believes, as of December 31, 2025, BancShares’ internal control over financial reporting is effective. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. A control deficiency exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A significant deficiency is a control deficiency, or combination of control deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the company’s financial reporting. A material weakness in internal control over financial reporting is a control deficiency, or combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis.

BancShares’ independent registered public accounting firm has issued an audit report on BancShares’ internal control over financial reporting. This report appears under “Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting” in Item 8. Financial Statements and Supplementary Data.

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Item 9B. Other Information.

(a) Amended Long-Term Incentive Plan

On February 19, 2026, the Board adopted, effective January 1, 2026, an amended and restated First-Citizens Bank & Trust Company Long-Term Incentive Plan (the “Amended LTIP”). The Amended LTIP amends and restates in its entirety the prior Amended and Restated Long-Term Incentive Plan, effective January 1, 2022 (the “Prior Plan”).

The Amended LTIP amends the Prior Plan to increase the maximum amount of awards that may be paid under the Amended LTIP to any one participant in any one fiscal year to $15,000,000.

The foregoing description of the Amended LTIP and its changes does not purport to be complete and is qualified in its entirety by the full text of the Amended LTIP, a copy of which is attached hereto as Exhibit 10.8 and is incorporated herein by reference.

(b) Director and Officer Trading Arrangements

During the fourth quarter of 2025, none of BancShares’ directors or officers adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

PART III

Item 14. Principal Accounting Fees and Services

Our independent registered public accounting firm is KPMG LLP , Raleigh, NC , PCAOB Firm ID: 185 .

The other information required by this Item 14 is incorporated herein by reference from the “Proposal 3: Ratification of Appointment of Independent Accountants” section of the 2026 Proxy Statement.
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PART IV

Item 15. Exhibits and Financial Statement Schedules.
EXHIBIT INDEX

2.1 Agreement and Plan of Merger, dated October 15, 2020, by and among CIT Group Inc., the Registrant, First-Citizens Bank & Trust Company, and FC Merger Subsidiary IX, Inc. (incorporated by reference to Exhibit 2.1 to the Registrant’s Form 8-K dated October 20, 2020)

2.2 Amendment No. 1, dated September 30, 2021, to the Agreement and Plan of Merger dated October 15, 2020, by and among CIT Group Inc., the Registrant, First-Citizens Bank & Trust Company, and FC Merger Subsidiary IX, Inc. (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K dated September 30, 2021)

2.3 Purchase and Assumption Agreement All Deposits, dated March 27, 2023, by and among the Federal Deposit Insurance Corporation, receiver of Silicon Valley Bridge Bank, N.A., the Federal Deposit Insurance Corporation and First-Citizens Bank & Trust Company (incorporated by reference to Exhibit 2.1 to the Registrant’s Form 8-K filed March 31, 2023)

2.4 Extensions of Time to the Purchase and Assumption Agreement All Deposits, dated March 27, 2023, by and among the Federal Deposit Insurance Corporation, receiver of Silicon Valley Bridge Bank, N.A., the Federal Deposit Insurance Corporation and First-Citizens Bank & Trust Company (incorporated by reference to Exhibit 2.1 to the Registrant’s Form 10-Q for the quarter ended June 30, 2023)

3.1 Amended and Restated Certificate of Incorporation of the Registrant, as amended, dated April 26, 2023 (incorporated by reference to Exhibit 3.01 to the Registrant’s Form 8-K dated May 1, 2023)

3.2 Certificate of Designation of 5.375% Non-Cumulative Perpetual Preferred Stock, Series A, dated March 11, 2020 (incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form 8-A, filed on March 12, 2020)

3.3 Restated Certificate of Designation of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series B, dated February 22, 2022 (incorporated by reference to Exhibit 3.3 to the Registrant’s Form 10-K for the year ended December 31, 2021)

3.4 Restated Certificate of Designation of 5.625% Non-Cumulative Perpetual Preferred Stock, Series C, dated February 22, 2022 (incorporated by reference to Exhibit 3.4 to the Registrant’s Form 10-K for the year ended December 31, 2021)

3.5 Certificate of Designation of 7.000% Non-Cumulative Perpetual Preferred Stock, Series D, dated November 14, 2025 (incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed November 18, 2025)

3.6 Certificate of Designation of 6.625% Non-Cumulative Perpetual Preferred Stock, Series E, dated February 3, 2026 (incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K fil ed February 5 , 2026)

3.7 Amended and Restated Bylaws of the Registrant, dated January 24, 2023 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K dated January 24, 2023)

4.1 Specimen of Registrant’s Class A Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 10-K for the year ended December 31, 2008)

4.2 Specimen of Registrant’s Class B Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Registrant’s Form 10-K for the year ended December 31, 2008)

4.3 Specimen of Registrant's 5.375% Non-Cumulative Perpetual Preferred Stock, Series A, Certificate (incorporated by reference to Exhibit 4.1 to the Registrant's Registration Statement on Form 8-A, filed on March 12, 2020)

4.4 Specimen of Registrant’s Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series B, Certificate (incorporated by reference to Exhibit 4.2 to Amendment No. 1 of the Registrant's Form S-4 Registration Statement (333-250131) filed on December 21, 2020)

4.5 Specimen of Registrant’s 5.625% Non-Cumulative Perpetual Preferred Stock, Series C, Certificate (incorporated by reference to Exhibit 4.4 to Amendment No. 1 of the Registrant's Form S-4 Registration Statement (333-250131) filed on December 21, 2020)

4.6 Deposit Agreement, dated as of March 12, 2020, among the Registrant, Broadridge Corporate Issuer Solutions, Inc., as depositary, and the holders from time to time of the depositary receipts described therein (incorporated by reference to Exhibit 4.2 to the Registrant's Registration Statement on Form 8-A, filed on March 12, 2020)

4.7 Form of Depositary Receipt relating to the Registrant's 5.375% Non-Cumulative Perpetual Preferred Stock, Series A (included as Exhibit A in Exhibit 4.6 hereto)

4.8 Deposit Agreement, dated as of November 18, 2025, among the Registrant, Broadridge Corporate Issuer Solutions, LLC, as depositary, and the holders from time to time of the depositary receipts described therein (incorporated by reference to Exhibit 4.1 to the Registrant's Form 8-K f il ed November 18, 2025)

4.9 Form of Depositary Receipt relating to the Registrant’s 7.000% Non-Cumulative Perpetual Preferred Stock, Series D (included as Exhibit A in Exhibit 4.8 hereto)

4.10 Deposit Agreement, dated as of February 5, 2026, among the Registrant, Broadridge Corporate Issuer Solutions, LLC, as depositary, and the holders from time to time of the depositary receipts described therein (incorporated by reference to Exhibit 4.1 to the Registrant's Form 8-K f il ed February 5, 2026)

4.11 Form of Depositary Receipt relating to the Registrant's 6.625% Non-Cumulative Perpetual Preferred Stock, Series E (included as Exhibit A in Exhibit 4.10 hereto)

4.12 Description of the Registrant’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (filed herewith)

4.13 Instruments defining the rights of holders of long-term debt will be furnished to the SEC upon request.
4.14 Amended and Restated Initial Purchase Money, Note dated March 27, 2023, made by First-Citizens Bank & Trust Company and payable to the order of the Federal Deposit Insurance Corporation, as received for Silicon Valley Bridge Bank, National Association, or its successors and registered assigns (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K dated November 27, 2023)

4.15 Custodial and Paying Agency Agreement, dated March 27, 2023, by and among First-Citizens Bank & Trust Company, individually and as custodian and debtor, U.S. Bank & Trust Company, National Association, as paying agent, and the Federal Deposit Insurance Corporation, as receiver for Silicon Valley Bridge Bank, National Association, as notes designee and as collateral agent (incorporated by reference to Exhibit 4.2 to the Registrant’s Form 8-K filed on November 27, 2023)

4.16 Amendment No. 1 to Custodial and Paying Agency Agreement, dated July 18, 2025, by and among First-Citizens Bank & Trust Company, individually and as custodian and debtor, U.S. Bank Trust Company, National Association, as paying agent, and the Federal Deposit Insurance Corporation, as receiver for Silicon Valley Bridge Bank, National Association, as notes designee and as collateral agent (incorporated by reference to Exhibit 4.2 to the Registrant’s Form 10-Q for the quarter ended September 30, 2025)

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*10.1 Executive Consultation, Separation from Service and Death Benefit Agreement, dated January 24, 2011, by and between Registrant’s subsidiary First-Citizens Bank & Trust Company and Frank B. Holding, Jr. (incorporated by reference to Exhibit 9.1 to the Registrant’s Form 8-K dated February 18, 2011)

*10.2 Executive Consultation, Separation from Service and Death Benefit Agreement, dated January 24 , 20 11 , by and between Registrant’s subsidiary First-Citizens Bank & Trust Company and Hope Holding Bryant (incorporated by reference to Exhibit 9.5 to the Registrant’s Form 8-K dated February 18, 2011)

*10.3 Employee Consultation, Post-Retirement, Non-Competition and Death Benefit Agreement, dated August 1, 2011, by and between Registrant’s subsidiary, First-Citizens Bank & Trust Company, as successor by merger to First Citizens Bank and Trust Company, Inc., and Peter M. Bristow (incorporated by reference to Exhibit 10.10 to the Registrant’s Form 10-K for the year ended December 31, 2014)

*10.4 Employee Consultation, Post-Retirement, Non-Competition and Death Benefit Agreement, dated August 1, 2011, by and between Registrant’s subsidiary, First-Citizens Bank & Trust Company as successor by merger to First Citizens Bank and Trust Company, Inc., and Craig L. Nix (incorporated by reference to Exhibit 10.11 to the Registrant’s Form 10-K for the year ended December 31, 2014)

*10.5 Executive Consultation, Separation from Service and Death Benefit Agreement, dated January 24, 2011, by and between Registrant’s subsidiary First-Citizens Bank & Trust Company and Jeffery L. Ward (incorporated by reference to Exhibit 10.5 to the Registrant's Form 10-K for the year ended December 31, 2020)

*10.6 409A Deferred Compensation Plan of Registrant’s subsidiary, First-Citizens Bank & Trust Company, as successor by merger to First Citizens Bank and Trust Company, Inc., effective January 31, 2013 (incorporated by reference to Exhibit 10.12 to the Registrant’s Form 10-K for the year ended December 31, 2014)

*10.7 Deferred Compensation Plan of Registrant’s subsidiary, First-Citizens Bank & Trust Company, as successor by merger to First Citizens Bank and Trust Company, Inc., effective January 1, 1998 (incorporated by reference to Exhibit 10.13 to the Registrant’s Form 10-K for the year ended December 31, 2014)

*10.8 Amended and Restated Long-Term Incentive Plan of Registrant’s subsidiary, First-Citizens Bank & Trust Company, effective January 1, 2026 (filed herewith)

*10.9 Form of Long-Term Incentive Plan Award Agreement (for awards in 2023) (incorporated by reference to Exhibit 10.10 to the Registrant’s Form 10-K for the year ended December 31, 2024)

*10.10 Form of Long-Term Incentive Plan Award Agreement (for awards in 2024) (incorporated by reference to Exhibit 10.11 to the Registrant’s Form 10-K for the year ended December 31, 2024)

*10.11 Form of Long-Term Incentive Plan Award Agreement (for awards in 2025 and 2026) (incorporated by reference to Exhibit 10.12 to the Registrant’s Form 10-K for the year ended December 31, 2024)

*10.12 Nonqualified Deferred Compensation Plan of Registrant’s subsidiary, First-Citizens Bank & Trust Company, effective March 1, 2021 (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K dated February 24, 2021)

*10.13 Merger Performance Plan of Registrant’s subsidiary, First-Citizen’s Bank & Trust Company, effective January 1, 2022 (incorporated by reference to Exhibit 10.4 to the Registrant’s Form 10-Q for the quarter ended March 31, 2022)

10.14 Advance Facility Agreement, dated March 27, 2023, by and among First-Citizens Bank & Trust Company and the Federal Deposit Insurance Corporation, as receiver for Silicon Valley Bridge Bank, National Association, as lender and as collateral agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on November 27, 2023)

10.15 Security Agreement, dated March 27, 2023, by and among First-Citizens Bank & Trust Company, individually and as grantor and debtor, and the Federal Deposit Insurance Corporation, as receiver for Silicon Valley Bridge Bank, National Association, as notes designee and as collateral agent (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K filed on November 27, 2023)

10.16 Termination Agreement dated April 7, 2025, by and between the Federal Deposit Insurance Corporation, as receiver for Silicon Valley Bridge Bank, N.A., and First-Citizens Bank & Trust Company (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed April 7, 2025)

19 Insider Trading Policy, dated February 4, 2026 (filed herewith)

21 Subsidiaries of the Registrant (filed herewith)

23.1 Consent of Independent Registered Public Accounting Firm, KPMG LLP (filed herewith)

24 Power of Attorney (filed herewith)

31.1 Certification of Chief Executive Officer (filed herewith)

31.2 Certification of Chief Financial Officer (filed herewith)

32.1 Certification of Chief Executive Officer (filed herewith)

32.2 Certification of Chief Financial Officer (filed herewith)

97 Policy for the Recovery of Erroneously Awarded Compensation (incorporated by reference to Exhibit 97 to the Registrant’s Form 10-K for the year ended December 31, 2023)

**101.INS Inline XBRL Instance Document (filed herewith)
**101.SCH Inline XBRL Taxonomy Extension Schema (filed herewith)
**101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase (filed herewith)
**101.LAB Inline XBRL Taxonomy Extension Label Linkbase (filed herewith)
**101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase (filed herewith)
**101.DEF Inline XBRL Taxonomy Definition Linkbase (filed herewith)
**104 Cover Page Interactive Data File (embedded within the Inline XBRL document filed as Exhibit 101)
* Management contract or compensatory plan or arrangement.
** Interactive data files are furnished but not filed for purposes of Sections 11 and 12 of the Securities Act of 1933, as amended, and Section 18 of the Securities Exchange Act of 1934, as amended.

178

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: February 24, 2026                
First Citizens BancShares, Inc. (Registrant)
/s/ Frank B. Holding, Jr.
Frank B. Holding, Jr.
Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons, on behalf of the Registrant and in the capacities indicated on February 24, 2026.
Signature Title Date

/s/ Frank B. Holding, Jr.

Frank B. Holding, Jr.
Chairman and Chief Executive Officer February 24, 2026

/s/ Craig L. Nix

Craig L. Nix
Chief Financial Officer (principal financial officer and principal accounting officer) February 24, 2026

/s/ Ellen R. Alemany *

Ellen R. Alemany
Director February 24, 2026

/s/ Victor E. Bell, III *

Victor E. Bell, III
Director February 24, 2026

/s/ Peter M. Bristow *

Peter M. Bristow
Director February 24, 2026

/s/ Hope H. Bryant *

Hope H. Bryant
Director February 24, 2026

/s/ Eugene Flood, Jr. *

Eugene Flood, Jr.
Director February 24, 2026

/s/ Robert R. Hoppe *

Robert R. Hoppe
Director February 24, 2026

/s/ David G. Leitch *

David G. Leitch
Director February 24, 2026

/s/ Robert E. Mason, IV *

Robert E. Mason, IV
Director February 24, 2026

179

Signature Title Date

/s/ Diane E. Morais *

Diane E. Morais
Director February 24, 2026

/s/ Robert T. Newcomb *

Robert T. Newcomb
Director February 24, 2026

/s/ R. Mattox Snow, III *

R. Mattox Snow, III
Director February 24, 2026

* Craig L. Nix hereby signs this Annual Report on Form 10-K on February 24, 2026, on behalf of each of the indicated persons for whom he is attorney-in-fact pursuant to a Power of Attorney filed herewith.

By: /s/ Craig L. Nix
Craig L. Nix
As Attorney-In-Fact

180