First Citizens Bancshares Inc — Current Report (Form 8-K)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 3, 2026

First Citizens BancShares, Inc.

(Exact name of registrant as specified in its charter)

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

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities Registered Pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

On March 3, 2026, First Citizens BancShares, Inc. (the “Company”) issued and sold $500,000,000 aggregate principal amount of its 4.869% Fixed-to-Floating Rate Senior Notes due 2032 (the “Notes”) in a public offering pursuant to a registration statement on Form S-3 (File No. 333-281553) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) on August 14, 2024, as supplemented by a prospectus supplement dated February 25, 2026 (the “Prospectus Supplement”) and filed with the Commission on February 26, 2026. The Notes were sold pursuant to an underwriting agreement dated as of February 25, 2026 (the “Underwriting Agreement”), by and among the Company, J.P. Morgan Securities LLC, BofA Securities, Inc., and Wells Fargo Securities, LLC, as representatives of the several underwriters listed in Schedule II thereto.

The Notes were issued pursuant to a senior base indenture, dated as of March 12, 2025 (the “Base Indenture”), between the Company and U.S. Bank Trust Company, National Association (the “Trustee”), as amended and supplemented by a second supplemental indenture, dated as of March 3, 2026, between the Company and the Trustee (the “Second Supplemental Indenture”).

The foregoing descriptions of the Underwriting Agreement, the Base Indenture, the Second Supplemental Indenture, and the Notes do not purport to be complete and are qualified in their entirety by reference to Exhibit 1.1, Exhibit 4.1, Exhibit 4.2, and Exhibit 4.3, respectively. This Current Report on Form 8-K (this “Report”) is being filed, in part, for the purpose of filing the documents attached as exhibits hereto as exhibits to the Registration Statement in connection with the issuance of the Notes, and such exhibits are hereby incorporated by reference into the Registration Statement.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

The following exhibits accompany this Report.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.