Form 4: First Citizens Bancshares Insider Receives Gift Shares

Hope H. Bryant, Vice Chairwoman and Director of First Citizens Bancshares, reported the acquisition of Class A and Class B common shares via gift, effective March 2, 2026, under a Rule 10b5-1 plan.

Summary

• Hope H. Bryant, Vice Chairwoman, Director, and 10% Owner of First Citizens Bancshares Inc. (FCNCA), reported the acquisition of company shares.
• The transaction, categorized as a gift (Transaction Code G), is dated March 2, 2026.
• Bryant acquired 10 shares of Class A Common Stock and 169 shares of Class B Common Stock, both at a price of $0.
• The transaction was made pursuant to a contract, instruction, or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
• Following these transactions, Bryant's beneficial ownership includes 108,725 direct Class A Common shares and 17 direct Class B Common shares.
• Indirect beneficial ownership includes 156,972 Class A Common shares and 2,147 Class B Common shares via a revocable trust for Hope H. Bryant.
• Additional indirect holdings include shares as a beneficiary of a trust, through a spouse, and via corporate entities such as E&F Properties, Inc., Twin States Farming, Inc., Southern BancShares (N.C.), Inc., and Fidelity BancShares (N.C.), Inc.
• Bryant also indirectly beneficially owns 12,000 Depositary Shares via a revocable trust, and 198,945 and 200,000 Depositary Shares through Southern BancShares (N.C.), Inc. and Fidelity BancShares (N.C.), Inc., respectively.
• Each Depositary Share represents a 1/40th interest in a share of the Issuer's 5.375% Non-Cumulative Perpetual Preferred Stock, Series A.
• Bryant disclaims beneficial ownership of certain indirectly held shares except to the extent of her pecuniary interest, and for shares held by her spouse.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a routine insider disclosure of a planned gift acquisition, which is slightly positive for the insider's personal stake but has minimal direct impact on the company's operational or financial outlook.

Positives

• The acquisition of shares via gift at a $0 price increases the insider's equity stake without personal financial outlay.
• The transaction is part of a Rule 10b5-1 plan, indicating a pre-arranged, non-discretionary transaction, which can be a component of long-term wealth management or estate planning.

Future Outlook

The filing indicates a pre-planned future transaction under a Rule 10b5-1 plan, scheduled for March 2, 2026, suggesting a structured, long-term strategy for the insider's equity holdings.

Management Comments

• "The reporting person is a director, officer, manager and/or shareholder of the companies that own these shares, but she disclaims beneficial ownership of the listed shares except to the extent of her pecuniary interest therein, if any, 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."
• "The reporting person disclaims beneficial ownership of these securities [held by spouse], 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

StockSavvy.ai notes that insider transactions, particularly gifts, are common for high-ranking executives and directors as part of wealth management or estate planning. The use of a Rule 10b5-1 plan for a future-dated transaction demonstrates a structured approach to managing insider holdings, aiming to avoid accusations of trading on material non-public information.

Comparison to Industry Standards

• StockSavvy.ai observes that the structure of indirect ownership through various trusts and corporate entities, along with disclaimers of beneficial ownership, is a standard practice among high-net-worth individuals and corporate insiders to manage complex equity portfolios and comply with SEC reporting requirements.
• This approach is consistent with practices seen in other large financial institutions where executives hold significant, often multi-generational, stakes, ensuring transparency while managing legal and tax implications.

Corporate Governance

Related Party Transactions

• The acquisition of shares via gift from an unspecified source could be considered a related party transaction if the donor is a related party.
• Indirect beneficial ownership through a revocable trust, a trust where the reporting person is a beneficiary, a spouse, and various corporate entities (E&F Properties, Inc., Twin States Farming, Inc., Southern BancShares (N.C.), Inc., Fidelity BancShares (N.C.), Inc.) represent related party holdings.

Stakeholder Impact

• Shareholders: Minimal direct impact on existing shareholders as it's a small gift acquisition by an insider, not a market purchase or sale. It signals continued insider holding.
• Management: The Vice Chairwoman's equity stake increases, aligning her interests further with the company's long-term performance.

Next Steps

• The actual transaction of shares is scheduled to occur on March 2, 2026.

Key Dates

Recommendation

This Form 4 filing reports a routine, pre-planned gift acquisition of a relatively small number of shares by a high-ranking insider. While it slightly increases the insider's stake, it does not provide new material information about the company's operational performance, financial health, or strategic direction that would warrant a change in investment recommendation. Investors should continue to hold based on broader company fundamentals and market conditions.

Keywords

First Citizens Bancshares, FCNCA, Hope H. Bryant, Insider Transaction, Form 4, Gift Shares, Rule 10b5-1, Beneficial Ownership, Director, Vice Chairwoman, Class A Common, Class B Common, Depositary Shares