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FIRST CITIZENS BANCSHARES INC /DE/

FCNCA
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Business Summary

First Citizens BancShares, Inc. operates as a bank holding company providing financial services to individuals, businesses, and professionals through its banking subsidiary, First-Citizens Bank & Trust Company (FCB). The company operates an extensive network of branches and offices predominantly located in the Southeast, Mid-Atlantic, Midwest, and Western United States, and also operates a nationwide digital banking platform called the Direct Bank. As of December 31, 2025, BancShares had total consolidated assets of $229.70 billion . The financial services industry is highly competitive and continues to evolve due to changes in regulation, technology, product delivery systems, consolidation, and the general market and economic climate. BancShares competes with national, regional, and local financial services providers, as well as non-bank financial entities that are not subject to the same significant regulatory restrictions as traditional commercial banks and can often operate with greater flexibility and lower cost structures.

BancShares competes based on customer service, quality and range of products and services, price, reputation, interest rates on loans and deposits, and customer convenience. FCB's largest notable concentration of deposits by market share as of June 30, 2025 were in North Carolina and South Carolina at 11.8% and 9.5% , respectively, making FCB the third largest bank in North Carolina and the fourth largest bank in South Carolina based on deposit market share according to the FDIC Deposit Market Share Report. The two banks larger than FCB based on deposits in North Carolina were Bank of America and Truist Bank, which collectively held 63.1% of North Carolina deposits. The three banks larger than FCB based on deposits in South Carolina were Bank of America, Wells Fargo, and Truist Bank, which collectively held 39.1% of South Carolina deposits.

BancShares generates revenue primarily through net interest income from lending and deposit activities, and noninterest income from a variety of fee-based services. The company's core business model is relationship-based and client-centered, with a long-term focus. Revenue is generated from interest on loans and leases, interest on investment securities, and noninterest income sources including rental income on operating lease equipment, lending-related fees, deposit fees and service charges, wealth management services, client investment fees, international fees, factoring commissions, cardholder services, merchant services, and insurance commissions. The company serves consumer and commercial clients through an extensive branch network and digital channels.

BancShares operates through three reportable segments: General Bank, Commercial Bank, and Rail. The General Bank delivers services to individuals and businesses through an extensive branch network and various digital channels, offering a full suite of deposit products, loans (primarily business/commercial loans and residential mortgages), wealth management and private banking, and various fee-based services. It also provides deposit, cash management, and lending solutions to homeowner associations and property management companies. The Commercial Bank provides lending, leasing, capital markets, and other financial and advisory services primarily to small and middle-market companies across a variety of industries, and offers a full suite of financial products and services to private equity firms, venture capital firms, and commercial clients in innovation markets such as technology, life sciences, and healthcare industries. The Commercial Bank also provides asset-based lending, factoring, receivables management, and secured financing services. The Rail segment provides equipment leasing and secured financing to railroads and shippers. The Corporate segment includes earning assets primarily comprised of investment securities and interest-earning deposits at banks, the Direct Bank, and acquisition-related expenses.

For the year ended December 31, 2025, the General Bank segment reported net interest income of $3.299 billion and total noninterest income of $664 million . The Commercial Bank segment reported net interest income of $3.205 billion and total noninterest income of $1.125 billion , which included rental income on operating lease equipment of $219 million and all other noninterest income of $906 million . The Rail segment reported net interest expense of $213 million and total noninterest income of $893 million , which included rental income on operating lease equipment of $877 million and all other noninterest income of $16 million .

On October 16, 2025, FCB announced an agreement to consummate the acquisition of 138 branches from BMO Bank N.A. located throughout the Midwest, Great Plains, and West regions of the U.S. In connection with this acquisition, FCB expects to assume approximately $5.7 billion in deposit liabilities and acquire approximately $1.1 billion in loans. During 2025, BancShares repurchased approximately $3.03 billion of its Class A common stock in aggregate under the 2024 SRP and the 2025 SRP. On November 18, 2025, the Parent Company issued and sold 7.000% non-cumulative perpetual preferred stock, series D, for a total of $500 million . During December 2025, FCB prepaid $2.49 billion of the Purchase Money Note, which resulted in a $9 million loss on extinguishment of debt. On June 15, 2025, the Parent Company redeemed all $350 million aggregate principal amount of its 3.375% Fixed-to-Floating Rate Subordinated Notes due in 2030. The Parent Company also issued $600 million aggregate principal amount of its 5.600% Fixed Rate Reset Subordinated Notes due in 2035, $500 million aggregate principal amount of its 5.231% Fixed-to-Floating Rate Senior Notes due in 2031, and $750 million aggregate principal amount of its 6.254% Fixed-to-Fixed Rate Subordinated Notes due in 2040.

Net income for the year ended December 31, 2025 was $2.206 billion , a decrease of $571 million or 21% from $2.777 billion for the year ended December 31, 2024. Net income available to common stockholders was $2.149 billion , a decrease of $567 million or 21% from $2.716 billion for the prior year. Diluted earnings per common share was $165.24 , a decrease from $189.41 for the prior year. Net interest income was $6.814 billion , a decrease of $329 million or 5% from $7.143 billion for the prior year. Net interest margin was 3.25% , a decrease of 29 basis points from 3.54% for the prior year. Return on average assets was 0.96% , compared to 1.26% for the prior year.

Business Outlook

A key growth vector is the pending BMO Branch Acquisition, announced on October 16, 2025, through which FCB expects to acquire 138 branches from BMO Bank N.A. located throughout the Midwest, Great Plains, and West regions of the U.S. In connection with this acquisition, FCB expects to assume approximately $5.7 billion in deposit liabilities and acquire approximately $1.1 billion in loans. The transaction is expected to close in the second half of 2026, subject to customary closing terms and conditions and regulatory approvals. Another growth vector is the continued expansion of the Commercial Bank segment, which saw loan growth of $7.64 billion during 2025, mainly in Global Fund Banking and other industry verticals, primarily technology media and telecommunications and Healthcare.The filing does not contain a specific operational outlook for supply chain, manufacturing capacity, or headcount strategy.

On July 25, 2025, BancShares announced that the Board authorized a new share repurchase program (the 2025 SRP), which allows BancShares to repurchase shares of its Class A common stock in an aggregate amount up to $4.0 billion through December 31, 2026. The total capacity remaining under the 2025 SRP was $2.81 billion as of December 31, 2025. From January 1, 2026 through February 13, 2026, BancShares repurchased additional shares of Class A common stock for a total of $443 million and has total capacity remaining under the 2025 SRP of $2.37 billion as of February 13, 2026. In February 2026, the Parent Company issued and sold 6.625% non-cumulative perpetual preferred stock, series E for a total of $400 million .

The filing does not contain specific headwinds or constraints explicitly flagged by management to the growth plan beyond the general risk factors discussed in Item 1A.

The filing does not contain specific geographic, regulatory, or macro factors management identified as constraints beyond the general risk factors discussed in Item 1A.

Risk Factors

Credit risk is a material concern, as the company's concentration of loans and leases in certain industries, including non-depository financial institutions (NDFIs) and the healthcare and technology industries, increases the risk of losses if these industries experience economic difficulties. Repayment of loans for early-stage and mid-stage privately held companies may depend upon receipt by those borrowers of additional financing from venture capitalists or others, or a successful liquidity event. The allowance for loan and lease losses was $1.57 billion at December 31, 2025, and the ratio of nonaccrual loans to total loans was 0.88% . The company faces significant operational risks from cyberattacks and information security breaches, which have increased in recent years due to the proliferation of new technologies and the increased sophistication of criminal activities. The company is subject to enhanced prudential standards as a Category IV banking organization with over $100 billion in consolidated assets, and failure to meet these requirements could result in restrictions on activities and capital distributions. The Parent Company relies on dividends from FCB for returning capital to stockholders and servicing debt obligations, and FCB's ability to pay dividends may be restricted by state and federal laws, including capital adequacy requirements and the Federal Reserve's Comprehensive Capital Analysis and Review process.

Management Priorities

Management's message emphasizes strategic priorities centered around client focus, talent and culture, operational efficiency, and balance sheet optimization. The company aims to expand and grow capabilities while harnessing the scale of the enterprise and maintaining a client-first focus, attract and retain associates who align with the long-term direction and culture, optimize processes and systems to reduce organizational complexity and maximize productivity, and manage the balance sheet prudently to optimize funding and liquidity profile while driving core deposit growth and enhancing returns. Management highlights the completion of the $3.5 billion 2024 SRP and the authorization of the new $4.0 billion 2025 SRP, as well as the pending BMO Branch Acquisition expected to close in the second half of 2026. The tone is forward-looking, focusing on strategic growth through acquisitions and organic expansion, while maintaining a strong capital position and managing risks.

View Source Annual Report on SEC.gov ↗

References

  1. [1] Item 1, Business — General
  2. [2] Item 1, Business — Competition
  3. [3] Item 1, Business — Competition
  4. [4] Item 1, Business — Competition
  5. [5] Item 1, Business — Competition
  6. [6] Item 7, MD&A — Results by Segment, General Bank
  7. [7] Item 7, MD&A — Results by Segment, General Bank
  8. [8] Item 7, MD&A — Results by Segment, Commercial Bank
  9. [9] Item 7, MD&A — Results by Segment, Commercial Bank
  10. [10] Item 7, MD&A — Results by Segment, Commercial Bank
  11. [11] Item 7, MD&A — Results by Segment, Commercial Bank
  12. [12] Item 7, MD&A — Results by Segment, Rail
  13. [13] Item 7, MD&A — Results by Segment, Rail
  14. [14] Item 7, MD&A — Results by Segment, Rail
  15. [15] Item 7, MD&A — Results by Segment, Rail
  16. [16] Item 1, Business — Business Combinations
  17. [17] Item 1, Business — Business Combinations
  18. [18] Item 1, Business — Business Combinations
  19. [19] Item 5, Market for Registrant's Common Equity — Issuer Purchases of Equity Securities
  20. [20] Item 7, MD&A — Executive Overview, Recent Events
  21. [21] Item 7, MD&A — Executive Overview, Recent Events
  22. [22] Item 7, MD&A — Executive Overview, Recent Events
  23. [23] Item 7, MD&A — Executive Overview, Recent Events
  24. [24] Item 7, MD&A — Executive Overview, Recent Events
  25. [25] Item 7, MD&A — Executive Overview, Recent Events
  26. [26] Item 7, MD&A — Executive Overview, Recent Events
  27. [27] Item 7, MD&A — Executive Overview, Financial Performance Summary
  28. [28] Item 7, MD&A — Executive Overview, Financial Performance Summary
  29. [29] Item 7, MD&A — Executive Overview, Financial Performance Summary
  30. [30] Item 7, MD&A — Executive Overview, Financial Performance Summary
  31. [31] Item 7, MD&A — Executive Overview, Financial Performance Summary
  32. [32] Item 7, MD&A — Executive Overview, Financial Performance Summary
  33. [33] Item 7, MD&A — Executive Overview, Financial Performance Summary
  34. [34] Item 7, MD&A — Executive Overview, Financial Performance Summary
  35. [35] Item 7, MD&A — Executive Overview, Financial Performance Summary
  36. [36] Item 7, MD&A — Executive Overview, Financial Performance Summary
  37. [37] Item 7, MD&A — Executive Overview, Financial Performance Summary
  38. [38] Item 7, MD&A — Executive Overview, Financial Performance Summary
  39. [39] Item 1, Business — Business Combinations
  40. [40] Item 1, Business — Business Combinations
  41. [41] Item 1, Business — Business Combinations
  42. [42] Item 7, MD&A — Results by Segment, Commercial Bank
  43. [43] Item 5, Market for Registrant's Common Equity — Issuer Purchases of Equity Securities
  44. [44] Item 5, Market for Registrant's Common Equity — Issuer Purchases of Equity Securities
  45. [45] Item 5, Market for Registrant's Common Equity — Issuer Purchases of Equity Securities
  46. [46] Item 5, Market for Registrant's Common Equity — Issuer Purchases of Equity Securities
  47. [47] Item 7, MD&A — Executive Overview, Recent Events
  48. [48] Item 7, MD&A — Executive Overview, Financial Performance Summary
  49. [49] Item 7, MD&A — Executive Overview, Financial Performance Summary
  50. [50] Item 5, Market for Registrant's Common Equity — Issuer Purchases of Equity Securities
  51. [51] Item 7, MD&A — Results of Operations, Net Interest Income and Net Interest Margin
  52. [52] Item 7, MD&A — Results of Operations, Net Interest Income and Net Interest Margin
  53. [53] Item 7, MD&A — Executive Overview, Financial Performance Summary
  54. [54] Item 7, MD&A — Executive Overview, Financial Performance Summary
  55. [55] Item 7, MD&A — Executive Overview, Financial Performance Summary
  56. [56] Item 7, MD&A — Executive Overview, Financial Performance Summary
  57. [57] Item 7, MD&A — Executive Overview, Financial Performance Summary
  58. [58] Item 7, MD&A — Executive Overview, Financial Performance Summary
  59. [59] Item 7, MD&A — Results of Operations, Provision for Credit Losses
  60. [60] Item 7, MD&A — Results of Operations, Provision for Credit Losses
  61. [61] Item 7, MD&A — Results of Operations, Noninterest Income
  62. [62] Item 7, MD&A — Results of Operations, Noninterest Income
  63. [63] Item 7, MD&A — Results of Operations, Noninterest Expense
  64. [64] Item 7, MD&A — Results of Operations, Noninterest Expense
  65. [65] Item 7, MD&A — Results of Operations, Income Taxes
  66. [66] Item 7, MD&A — Results of Operations, Income Taxes
  67. [67] Item 7, MD&A — Executive Overview, Financial Performance Summary
  68. [68] Item 7, MD&A — Executive Overview, Financial Performance Summary
  69. [69] Item 7, MD&A — Executive Overview, Financial Performance Summary
  70. [70] Item 7, MD&A — Executive Overview, Financial Performance Summary
  71. [71] Item 7, MD&A — Executive Overview, Financial Performance Summary
  72. [72] Item 7, MD&A — Executive Overview, Financial Performance Summary
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  79. [79] Item 7, MD&A — Executive Overview, Financial Performance Summary
  80. [80] Item 7, MD&A — Executive Overview, Financial Performance Summary
  81. [81] Item 7, MD&A — Executive Overview, Financial Performance Summary
  82. [82] Item 7, MD&A — Executive Overview, Financial Performance Summary
  83. [83] Item 7, MD&A — Executive Overview, Financial Performance Summary
  84. [84] Item 7, MD&A — Executive Overview, Financial Performance Summary
  85. [85] Item 7, MD&A — Executive Overview, Financial Performance Summary
  86. [86] Item 7, MD&A — Executive Overview, Financial Performance Summary
  87. [87] Item 7, MD&A — Executive Overview, Financial Performance Summary
  88. [88] Item 7, MD&A — Executive Overview, Financial Performance Summary
  89. [89] Item 7, MD&A — Executive Overview, Financial Performance Summary
  90. [90] Item 7, MD&A — Executive Overview, Financial Performance Summary
  91. [91] Item 7, MD&A — Executive Overview, Financial Performance Summary
  92. [92] Item 7, MD&A — Executive Overview, Financial Performance Summary
  93. [93] Item 7, MD&A — Results by Segment, General Bank
  94. [94] Item 7, MD&A — Results by Segment, General Bank
  95. [95] Item 7, MD&A — Results by Segment, Commercial Bank
  96. [96] Item 7, MD&A — Results by Segment, Commercial Bank
  97. [97] Item 7, MD&A — Results by Segment, Rail
  98. [98] Item 7, MD&A — Results by Segment, Rail

Analysis on 6/8/2026