Form 4: First Citizens Bancshares CEO Gifts Shares

First Citizens Bancshares Chairman and CEO Frank B. Holding Jr. reported gifting Class A Common shares to family members under a Rule 10b5-1 plan.

Summary

• Frank B. Holding Jr., Chairman and CEO of First Citizens Bancshares Inc. (FCNCA), reported changes in his beneficial ownership.
• Transactions involved gifting Class A Common shares on December 22, 2025, at a price of $0 per share.
• 18 Class A Common shares were gifted as custodian for James Freeman Bailey, Jr.
• 18 Class A Common shares were gifted as custodian for Royall Holding Bailey.
• 18 Class A Common shares were gifted as custodian for Jones Powell Bailey.
• These transactions were made pursuant to a Rule 10b5-1(c) plan.
• Following these transactions, Holding Jr. directly owns 202,477 Class A Common shares and 2,758 Class B Common shares.
• Indirect beneficial ownership includes 11,140 Class A Common shares as beneficiary of a trust, 3,728 Class A Common shares by spouse, 106,000 Class A Common shares through Frank B. Holding Jr. 2025 #1 GRAT, 106,000 Class A Common shares through Frank B. Holding Jr. 2025 #2 GRAT, and 115,000 Class A Common shares by spouse as Trustee for the Ruth P. Holding 2025 GRAT.
• Indirect beneficial ownership also includes 2,527 Class B Common shares as beneficiary of a trust, 1,160 Class B Common shares by spouse, 4,867 Class B Common shares as custodian for James Freeman Bailey, Jr., 4,710 Class B Common shares as custodian for Royall Holding Bailey, 5,068 Class B Common shares as custodian for Jones Powell Bailey, 32,150 Class B Common shares through Frank B. Holding Jr. 2025 #1 GRAT, 32,150 Class B Common shares through Frank B. Holding Jr. 2025 #2 GRAT, and 32,300 Class B Common shares by spouse as Trustee for the Ruth P. Holding 2025 GRAT.

Sentiment

Score: 5

Explanation: Neutral. This is a routine insider transaction disclosure (gifting shares) and does not inherently reflect positively or negatively on the company's operational or financial performance. The use of a 10b5-1 plan is a positive for compliance.

Positives

• Transactions were executed under a Rule 10b5-1(c) plan, indicating pre-planned and not market-timing related activity.
• Gifts of shares to family members can be a component of long-term family wealth planning.

Future Outlook

This Form 4 filing does not provide specific forward-looking statements or guidance regarding the company's future performance or strategic direction, focusing solely on changes in beneficial ownership.

Industry Context

This filing is a routine insider transaction disclosure for a financial institution. Such filings are common for executives and significant shareholders, reflecting personal financial planning rather than specific industry trends. The use of a Rule 10b5-1 plan is standard practice for executives to manage stock transactions in compliance with insider trading rules.

Corporate Governance

Related Party Transactions

• Gifts of Class A Common shares to James Freeman Bailey, Jr., Royall Holding Bailey, and Jones Powell Bailey, for whom the reporting person acts as custodian.
• Indirect beneficial ownership through spouse and various GRATs (Grantor Retained Annuity Trusts) for which the spouse acts as trustee.

Stakeholder Impact

• Shareholders: Provides transparency regarding insider ownership changes, which is standard for corporate governance. The gifting of shares does not directly impact company operations or value.

Key Dates

Recommendation

This Form 4 filing details a routine insider gift of shares by the Chairman and CEO, executed under a Rule 10b5-1 plan. It does not provide any information regarding the company's financial performance, strategic direction, or operational health that would warrant a change in investment recommendation. The transaction is a personal financial planning event and not indicative of company-specific positive or negative developments. Therefore, a 'hold' recommendation is appropriate, maintaining current positions based on existing company fundamentals and market conditions.

Keywords

First Citizens Bancshares, FCNCA, Form 4, Beneficial Ownership, Insider Transaction, Stock Gift, Frank B. Holding Jr., Rule 10b5-1, Corporate Governance