10-K: First Citizens BancShares 2025 Annual Report Highlights Strategic Growth, Capital Management
Annual Report
First Citizens BancShares reports a 21% decrease in net income for 2025 to $2.21 billion, alongside strategic acquisitions, increased share repurchases, and robust capital ratios.
Summary
- Net income for 2025 was $2.21 billion, a 21% decrease from $2.78 billion in 2024.
- Diluted earnings per common share for 2025 was $165.24, down from $189.41 in 2024.
- Net Interest Income (NII) decreased by 5% to $6.81 billion in 2025 from $7.14 billion in 2024.
- Net Interest Margin (NIM) declined by 29 basis points to 3.25% in 2025 from 3.54% in 2024.
- Provision for credit losses increased by 19% to $514 million in 2025 from $431 million in 2024, including an $82 million charge-off on a single supply chain finance client.
- Total assets grew by 2.67% to $229.70 billion in 2025 from $223.72 billion in 2024.
- Total deposits increased by 4% to $161.58 billion in 2025 from $155.23 billion in 2024.
- Loans and leases grew by 6% to $147.93 billion in 2025 from $140.22 billion in 2024.
- Repurchased $3.03 billion of Class A common stock in 2025 under the 2024 and 2025 Share Repurchase Programs (SRPs), with $2.81 billion remaining capacity as of December 31, 2025.
- FCB announced an agreement to acquire 138 branches from BMO Bank N.A., expected to close in the second half of 2026, assuming approximately $5.7 billion in deposit liabilities and acquiring approximately $1.1 billion in loans.
- The Shared-Loss Agreement with the FDIC was terminated on April 7, 2025, with no material financial impact.
- Issued $500 million in Series D preferred stock in November 2025 and $400 million in Series E preferred stock in February 2026.
- Prepaid $2.49 billion of the Purchase Money Note in December 2025, with additional $500 million prepayments in both January and February 2026.
Sentiment
Score: 4
Explanation: StockSavvy.ai views this as a mixed report with significant declines in net income and key profitability metrics, offset by strategic growth initiatives and strong capital management. The increase in credit loss provisions and nonaccrual loans indicates some underlying asset quality concerns.
Positives
- Strong loan and lease growth of 6% to $147.93 billion, particularly in the Commercial Bank segment (Global Fund Banking, Technology Media and Telecommunications, and Healthcare).
- Deposit growth of 4% to $161.58 billion, with noninterest-bearing deposits increasing by 5%.
- Robust capital position, with all Regulatory Capital Ratios exceeding Prompt Corrective Action (PCA) well-capitalized thresholds and Basel III requirements.
- Significant share repurchase activity, with $3.03 billion of Class A common stock repurchased in 2025, demonstrating commitment to shareholder returns.
- Increased noninterest income by 4% to $2.73 billion, driven by higher rental income on operating lease equipment, wealth management services, and international fees.
- Allowance for Loan and Lease Losses (ALLL) reserve release of $110 million in 2025, mainly due to loan growth concentrated in lower-loss capital call lines, elimination of Hurricane Helene related reserves, and improved economic outlook.
- Maintained a strong liquidity position with $56.01 billion in high-quality liquid assets and $30.74 billion in contingent liquidity sources at year-end 2025.
- Increased borrowing capacity with the Federal Reserve Board (FRB) and Federal Home Loan Bank (FHLB) through expansion of eligible loan collateral.
Negatives
- Net income decreased by 21% to $2.21 billion in 2025 compared to $2.78 billion in 2024.
- Diluted earnings per common share decreased to $165.24 from $189.41.
- Net Interest Income (NII) decreased by $329 million or 5% to $6.81 billion.
- Net Interest Margin (NIM) decreased by 29 basis points to 3.25%.
- Provision for credit losses increased by 19% to $514 million, including an $82 million charge-off on a single supply chain finance client.
- Noninterest expense increased by 6% to $6.06 billion, primarily due to higher personnel costs, marketing, equipment, and third-party processing fees.
- Investment securities decreased by 6% to $41.56 billion.
- Net charge-offs increased by $100 million to $640 million in 2025.
- Nonaccrual loans increased by $123 million to $1.31 billion.
- The general office portfolio shows more negative credit quality trends, with 4.44% net charge-offs and 10.17% nonaccrual loans as a percentage of general office loans.
Risks
- Adverse effects from previous and future acquisitions, including increased regulatory scrutiny and integration challenges.
- Significant competition from other banks and non-bank financial entities, potentially reducing market share and profitability.
- Disintermediation risk from consumers increasingly using non-bank alternatives for financial transactions, including digital assets.
- Anti-takeover provisions in corporate documents and concentrated stockholder control (Holding family) may deter changes in management or control.
- Reliance on dividends from FCB for capital returns and debt servicing, with FCB's ability to pay dividends subject to restrictions.
- Failure to adopt new technologies or keep pace with technological changes, including Artificial Intelligence (AI) and crypto-assets, could adversely affect operations and financial condition.
- Reputational risks from cyberattacks, legal claims, regulatory actions, fraud, employee misconduct, or failure to meet Environmental, Social, and Governance (ESG) expectations.
- Operational risks from inadequate internal processes, human errors, system failures, or third-party vendor failures.
- Cyberattacks, information/security breaches, or technology outages could disrupt business, lead to data misuse, and increase costs.
- Dependence on qualified personnel and challenges in attracting/retaining talent.
- Exposure to losses related to fraud, including sophisticated techniques involving AI.
- Impacts from natural or man-made disasters, global pandemics, civil unrest, acts of war, terrorist activities, or climate change.
- Inadequate data quality and completeness could cause financial or reputational harm.
- Potential increases in FDIC deposit insurance premiums due to bank failures or coverage limit changes.
- Failure to effectively manage credit risk, leading to insufficient allowance for credit losses.
- Concentration of loans and leases in certain industries (non-depository financial institutions, healthcare, technology) increases loss risk if these industries face economic difficulties.
- Deteriorating collateral values, credit quality, or reliance on junior liens could adversely impact results.
- Interrelated financial system risks, where default of one institution could cause market-wide problems.
- Changes in domestic and foreign trade policies, including tariffs, could adversely impact business.
- Inability to realize full investment in leased equipment due to market value decreases.
- Earnings volatility from accounting for acquired assets (fair value discounts, post-acquisition credit deterioration).
- Failure to effectively manage interest rate sensitivity could adversely affect earnings.
- Unfavorable economic conditions (unemployment, real estate values, inflation) could adversely affect financial condition.
- U.S. debt ceiling and budget deficit concerns could destabilize financial markets.
- Potential decline in goodwill value.
- Volatility in the market price of common stock, particularly Class B.
- Liquidity pressure affecting ability to pay withdrawals, repay debt, and fund operations.
- Failure to meet enhanced liquidity risk management requirements.
- Contingency on access to capital, which may be affected by credit rating reductions.
- Increased indebtedness could affect ability to raise capital and meet obligations.
- Compliance risks from extensive and evolving laws and regulations (e.g., enhanced prudential standards, consumer protection, Anti-Money Laundering, data privacy, AI, debanking).
- Changes in U.S. and foreign tax laws.
- ESG risks affecting reputation, employee/customer retention, and compliance costs.
- Changes in accounting standards increasing operating costs or affecting results.
- Reliance on management judgments, assumptions, and estimates in financial reporting.
- Inaccurate financial models producing unreliable predictions.
- Failure to maintain effective internal control over financial reporting.
Future Outlook
The BMO Branch Acquisition is expected to close in the second half of 2026, subject to customary closing terms and regulatory approvals. The company will continue to monitor the interest rate environment and FCB's collateral position for the Purchase Money Note and assess further prepayments. Federal banking agencies intend to introduce a revised proposal for the implementation of the Basel III Endgame in 2026, with final rules expected beginning in 2027. The GENIUS Act is expected to become effective in late 2026 or early 2027. No contributions are currently expected for the Pension Plans for the year ending December 31, 2026. The 2025 Share Repurchase Program will be utilized at management's discretion through December 31, 2026, based on market conditions and capital needs.
Management Comments
- "BancShares defines strategic priorities to further our vision and align goals to enhance productivity while focusing on risk management throughout the organization."
- "Our client-centric approach has always been the bedrock of who we are, building deep and lasting relationships that prioritize the client experience."
- "Our long-term focus allows us to make strategic decisions and investments designed to build long-term value and stability for all stakeholders, while skillfully managing risk along the way."
- "We will continue to monitor the interest rate environment and FCB's collateral position for the Purchase Money Note and assess whether any further voluntary prepayments are prudent considering the fixed rate of 3.50%."
- "We are committed to effectively managing our capital to protect our depositors, creditors and stockholders."
- "We continually monitor the capital levels and ratios for BancShares and FCB to ensure they exceed the minimum requirements imposed by regulatory authorities and to ensure they are appropriate given growth projections, risk profile and potential changes in the regulatory or external environment."
Industry Context
StockSavvy.ai notes that the banking industry continues to navigate a complex regulatory landscape, with ongoing discussions around Basel III Endgame, AI regulation, and consumer protection. The company's strategic acquisitions, like the BMO branch deal, reflect a broader trend of consolidation among regional banks seeking to expand geographic footprint and deposit base. The focus on digital banking and wealth management aligns with industry shifts towards diversified revenue streams and enhanced customer experience. The increase in nonaccrual loans and net charge-offs, particularly in commercial real estate and supply chain finance, indicates sector-specific pressures that many financial institutions are currently managing.
Comparison to Industry Standards
- FCB is the third largest bank in North Carolina and fourth largest in South Carolina based on deposit market share as of June 30, 2025, behind larger national players like Bank of America, Truist Bank, and Wells Fargo.
- The company's capital ratios (Total risk-based capital 13.71%, CET1 11.15%, Tier 1 leverage 9.29%) exceed Basel III minimums and PCA well-capitalized thresholds, indicating a strong capital position relative to regulatory benchmarks.
- The annual voluntary turnover remained below the financial services industry benchmark through December 2025, suggesting effective talent retention strategies.
- The company's general office portfolio's net charge-off ratio of 4.44% and nonaccrual loan ratio of 10.17% are higher than the overall loan portfolio, indicating specific stress in this segment, which is a trend observed across the broader commercial real estate market.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Chairman of the Boards and Chief Executive Officer | NA | Frank B. Holding, Jr. | NA | Continuity of leadership, grandson of Robert P. Holding. |
| Vice Chairwoman of the Boards | NA | Hope Holding Bryant | NA | Continuity of leadership, granddaughter of Robert P. Holding. |
| President and member of the Boards | NA | Peter M. Bristow | NA | Continuity of leadership, brother-in-law of Frank B. Holding, Jr. and Hope Holding Bryant. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Long-Term Incentive Plan Amendment | The Board adopted an amended and restated First-Citizens Bank & Trust Company Long-Term Incentive Plan (Amended LTIP), increasing the maximum award for any one participant in any one fiscal year to $15,000,000. | January 1, 2026 | Potentially enhances executive compensation and aligns incentives with company performance, subject to new maximum limits. |
| Insider Trading Policy Update | The Insider Trading Policy was revised, including updates to pre-clearance procedures for certain Restricted Persons and annual review by the Audit Committee. | February 4, 2026 | Strengthens internal controls and compliance with securities laws, reducing the risk of insider trading violations. |
| Anti-Takeover Provisions | The Certificate of Incorporation and Bylaws contain provisions such as authorized but unissued stock, a dual-class stock structure (Class B with 16 votes/share), limits on calling special meetings, advance notice procedures for stockholder proposals/director nominations, and exclusive forum designation for certain litigation. | NA | These provisions may delay, defer, discourage, or prevent a change in control or the removal of existing management, potentially affecting shareholder influence. |
| Delaware Law Applicability | The company is subject to Section 203 of the Delaware General Corporation Law (DGCL), which imposes restrictions on business combinations with interested stockholders. | NA | Further reinforces anti-takeover measures, making it more difficult for a person acquiring 15% or more of the stock to engage in certain business combinations for three years without board or supermajority shareholder approval. |
Legal Proceedings
- Subject to litigation and other legal liability risks in the ordinary course of business, including potential claims from third parties alleging infringement of intellectual property rights.
- Exposure to environmental liabilities or claims for negligence, property damage, or personal injury related to foreclosed real estate or leased equipment used with hazardous materials.
- Management estimates an aggregate range of reasonably possible losses of up to approximately $25 million in excess of any established reserves for certain litigation matters as of December 31, 2025.
- For certain other litigation matters, a range of reasonably possible losses cannot be estimated, and these are not included in the $25 million estimate.
Related Party Transactions
- FCB receives management fees from its subsidiaries and the Parent Company for expenses incurred for performing various functions on their behalf, charged based on estimated cost for usage of services. All intercompany transactions are eliminated from consolidated financial statements.
- Members of the Holding family and entities related to them beneficially own or control shares in excess of 50% of the company's voting power of common stock as of December 31, 2025.
Stakeholder Impact
- Shareholders: Impacted by decreased net income and EPS, but also by significant share repurchases and continued dividend payments. The dual-class stock structure and anti-takeover provisions affect voting power and potential for change of control.
- Employees: Affected by personnel cost increases (salaries, benefits), but also by learning and development opportunities, internal career mobility, and a comprehensive total rewards package. The Amended LTIP increases potential incentive compensation.
- Customers: Benefit from expanded branch network (BMO acquisition), diversified financial products, and digital banking platforms. Subject to evolving consumer protection laws and potential impacts from cybersecurity risks.
- Regulators: The company is subject to extensive and evolving regulatory oversight, including enhanced prudential standards, capital requirements, liquidity management, and new regulations concerning AI and stablecoins. Compliance failures could lead to penalties.
- Creditors: Impacted by the company's debt obligations, including the Purchase Money Note, and its ability to service debt, which is supported by strong capital ratios and liquidity.
Next Steps
- Close the BMO Branch Acquisition in the second half of 2026.
- Participate in the CCAR process as a Category IV banking organization for the first time during 2026.
- Submit a capital plan if there is a material change in risk profile, financial condition, or corporate structure, or if required by the Federal Reserve.
- Monitor further developments regarding the revised Basel III Endgame proposal expected in 2026.
- Monitor the development of the stablecoin market and related regulatory landscape and evaluate engaging in such activities.
- Monitor and evaluate statutory and regulatory proposals related to AI regulation and assess their potential impact.
- Monitor and evaluate regulatory proposals related to debanking and assess their potential impact.
- Continue to monitor the interest rate environment and FCB's collateral position for the Purchase Money Note and assess further voluntary prepayments.
- The 2025 SRP will be utilized at management's discretion through December 31, 2026.
- The company will continue to monitor the status of the resolution of certain litigation matters at Visa and other potential exchange alternatives for Visa Class B-1 common stock.
- The company will continue to monitor and update its ALLL estimation methodology.
- The company does not plan to early adopt ASU 2024-03 but is evaluating its impact on notes to financial statements.
- The company does not plan to early adopt ASU 2025-06 on January 1, 2026, but is considering early adoption on January 1, 2027.
- The company is currently evaluating the impact of ASU 2025-09 on its consolidated financial statements and considering early adoption during 2026.
Key Dates
| Date | Description |
|---|---|
| March 12, 2020 | Deposit Agreement for Series A Preferred Stock. |
| October 15, 2020 | Agreement and Plan of Merger with CIT Group Inc. |
| September 30, 2021 | Amendment No. 1 to Merger Agreement with CIT Group Inc. |
| January 3, 2022 | CIT Merger Date; Issuance of Series B and Series C Preferred Stock. |
| January 24, 2023 | Amended and Restated Bylaws of the Registrant. |
| March 27, 2023 | FCB acquired substantially all loans and certain other assets and assumed all customer deposits and certain other liabilities of Silicon Valley Bridge Bank, N.A. from the Federal Deposit Insurance Corporation (FDIC) pursuant to a purchase and assumption agreement (SVBB Acquisition). |
| November 20, 2023 | Advance Facility Agreement effective date; Purchase Money Note amended and restated. |
| January 24, 2024 | All outstanding shares of Visa Class B common stock were redenominated as Visa Class B-1 common stock. |
| March 29, 2024 | The final rule to strengthen and modernize Community Reinvestment Act (CRA) regulations was preliminarily enjoined. |
| July 25, 2024 | Board authorized a new $3.5 billion share repurchase program (2024 SRP). |
| October 22, 2024 | The Consumer Financial Protection Bureau (CFPB) adopted its final rule for Personal Financial Data Rights, commonly known as the Open Banking rule. |
| December 31, 2024 | Fiscal year ended. |
| February 2025 | A bill was introduced in the U.S. Congress proposing to amend the Truth in Lending Act (TILA). |
| March 12, 2025 | Parent Company issued and sold $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. |
| March 15, 2025 | Earliest redemption date for Series A Preferred Stock. |
| April 7, 2025 | FCB and the FDIC entered into an agreement to terminate the Shared-Loss Agreement. |
| April 18, 2025 | The FDIC announced modifications to Resolution Plan requirements under the Covered Insured Depository Institution (CIDI) Rule. |
| June 15, 2025 | Parent Company executed a callable feature and redeemed all $350 million aggregate principal amount of its 3.375% Fixed-to-Floating Rate Subordinated Notes due in 2030. |
| July 4, 2025 | President Trump signed into law H.R. 1, referred to as the One Big Beautiful Bill Act (OBBBA). |
| July 16, 2025 | Federal banking agencies issued a notice of proposed rulemaking (NPR) to rescind the final 2023 CRA rule and reinstate prior regulations. |
| July 18, 2025 | Amendment No. 1 to Custodial and Paying Agency Agreement. |
| July 25, 2025 | Board authorized a new share repurchase program (2025 SRP) of up to $4.0 billion through December 31, 2026. |
| August 7, 2025 | Executive Order titled Guaranteeing Fair Banking for All Americans (EO 14331) was issued. |
| September 5, 2025 | Parent Company issued and sold $600 million aggregate principal amount of its 5.600% Fixed Rate Reset Subordinated Notes due in 2035. |
| October 16, 2025 | FCB announced an agreement to acquire 138 branches from BMO Bank N.A. |
| October 2025 | Federal banking agencies announced the rescission of the interagency Principles for Climate-Related Financial Risk Management for Large Financial Institutions (LFIs) and the Federal Reserve issued a proposal to make other changes to supervisory stress tests under Comprehensive Capital Analysis and Review (CCAR). |
| November 18, 2025 | Parent Company issued and sold 7.000% Non-Cumulative Perpetual Preferred Stock, Series D, for a total of $500 million. |
| December 11, 2025 | Executive Order titled Ensuring a National Policy Framework for Artificial Intelligence (EO 14365) was issued. |
| December 15, 2025 | First reset date for Series D Preferred Stock. |
| December 16, 2025 | The FDIC issued the first NPR under the Guiding and Establishing National Innovation for U.S. Stablecoins Act (GENIUS Act). |
| December 31, 2025 | Fiscal year ended. |
| January 1, 2026 | Early adoption of ASU 2025-08 (Purchased Loans) and ASU 2025-05 (Measurement of Credit Losses for Accounts Receivable and Contract Assets). |
| February 4, 2026 | Insider Trading Policy revision effective date. |
| February 5, 2026 | Parent Company issued and sold 6.625% Non-Cumulative Perpetual Preferred Stock, Series E, for a total of $400 million. |
| February 13, 2026 | Outstanding shares of Class A and Class B common stock reported; remaining capacity under 2025 SRP of $2.37 billion. |
| February 19, 2026 | Board adopted an amended and restated First-Citizens Bank & Trust Company Long-Term Incentive Plan (Amended LTIP). |
| February 24, 2026 | Report date of the Annual Report on Form 10-K. |
| March 15, 2031 | First Reset Date for Series E Preferred Stock. |
| March 2028 | Maturity date for the Purchase Money Note. |
| Second half of 2026 | Expected closing of the BMO Branch Acquisition. |
| Late 2026 or early 2027 | The GENIUS Act is expected to become effective. |
| 2026 | Federal banking agencies expect to introduce a revised proposal for the implementation of the Basel III Endgame. |
| 2027 | Implementation of final Basel III Endgame rules expected to begin. |
Recommendation
holdThe company demonstrates strong capital and liquidity positions, coupled with strategic growth initiatives like the BMO branch acquisition and continued share repurchases, which are positive for long-term value. However, the notable decline in net income, NII, and NIM, alongside an increase in credit loss provisions and nonaccrual loans, particularly in specific commercial segments, signals near-term headwinds and asset quality concerns. A seasoned investor would likely maintain a "hold" position, awaiting clearer signs of improved profitability and resolution of asset quality pressures, while acknowledging the company's robust foundational strength and strategic expansion efforts.
Keywords
Bank Holding Company, Financial Services, SEC Filing, 10-K, Annual Report, Financial Performance, Net Income, Net Interest Income, Net Interest Margin, Loans and Leases, Deposits, Capital Ratios, Share Repurchase Program, Acquisitions, BMO Branch Acquisition, Silicon Valley Bank Acquisition, Preferred Stock, Debt Issuance, Credit Risk, Operational Risk, Market Risk, Liquidity Risk, Regulatory Compliance, Cybersecurity, ESG, AI Regulation, Bank Regulation, Tier 1 Capital, Basel III, Allowance for Credit Losses, Commercial Real Estate, Non-Depository Financial Institutions, Global Fund Banking, Technology Industry, Healthcare Industry, Rail Segment, Dividend Policy, Corporate Governance, Anti-Takeover Provisions, Delaware General Corporation Law, Federal Reserve, FDIC
Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.