Form 4: First Citizens Bancshares Insider Gifts Shares to Trusts

Peter M. Bristow, President and Director of First Citizens Bancshares, reported gifting Class A Common shares to trusts under a 10b5-1 plan.

Summary

• Peter M. Bristow, President, Director, and 10% Owner of First Citizens Bancshares Inc. (FCNCA), reported an insider gift transaction.
• On November 21, 2025, Bristow gifted 60 shares of Class A Common stock and another 60 shares of Class A Common stock.
• These transactions were executed with a price of $0 per share, consistent with a gift, and were made pursuant to a Rule 10b5-1 plan.
• Following these transactions, Bristow's indirect beneficial ownership includes various trusts and entities holding Class A Common, Class B Common, and Depositary Shares.
• Bristow disclaims beneficial ownership for several indirectly held securities, including those held by Claire Holding Bristow 2nd Amended and Restated Trust, by Spouse, Spouse as co-trustee, Spouse as beneficiary, and Spouse as Trustee of Claire Holding Bristow 2025 Qualified GRAT.
• Each Depositary Share represents a 1/40th interest in the Issuer's 5.375% Non-Cumulative Perpetual Preferred Stock, Series A.

Sentiment

Score: 5

Explanation: Neutral. The filing reports a routine insider gift transaction, which typically has no direct positive or negative impact on the company's operational or financial performance. The use of a 10b5-1 plan indicates a pre-planned and compliant action.

Positives

• The transaction was a gift, indicating a transfer of wealth rather than a sale for personal gain.
• The transaction was made pursuant to a Rule 10b5-1 plan, suggesting a pre-planned and orderly transfer of shares in compliance with insider trading regulations.

Negatives

• A reduction in direct beneficial ownership, though offset by indirect holdings and disclaimers.

Future Outlook

The filing reports a completed insider gift transaction that was executed under a Rule 10b5-1 plan, indicating a pre-arranged and compliant approach to managing insider share transfers. No specific forward-looking guidance or future operational outlook is provided.

Management Comments

• The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose.

Industry Context

Insider transactions, particularly gifts, are common among executives and significant shareholders in the banking sector for estate planning or philanthropic purposes. The use of a Rule 10b5-1 plan is a standard practice to manage such transactions in compliance with insider trading regulations.

Related Party Transactions

• Gifts of Class A Common shares were made to trusts, some of which are for the benefit of the reporting person's spouse or family members, and entities like PMB Investments, LLC, CRB Investments, LLC, and EHB Investments, LLC.
• The reporting person disclaims beneficial ownership for several of these indirectly held securities.

Stakeholder Impact

• Shareholders: Minimal direct impact. The gifted shares represent a very small fraction of the total outstanding shares. The transaction is a routine insider disclosure.
• Management/Employees: No direct impact on operations or employment.
• Customers/Suppliers/Creditors: No direct impact.

Key Dates

Keywords

First Citizens Bancshares, FCNCA, Peter M. Bristow, Insider Transaction, Form 4, Gift, Beneficial Ownership, Class A Common Stock, Class B Common Stock, Depositary Shares, Rule 10b5-1