SCHEDULE: First Citizens BancShares: Major Holders Update Ownership

An amendment to Schedule 13D reveals updated beneficial ownership percentages for key family members of First Citizens BancShares, primarily due to share repurchases.

Summary

• This filing is an amendment (No. 8) to a Schedule 13D for First Citizens BancShares, Inc. (Issuer).
• It updates the beneficial ownership of Class A Common Stock for five reporting persons: Frank B. Holding, Jr., Hope H. Bryant, Olivia B. Holding, Claire H. Bristow, and Carson H. Brice.
• The primary reason for the update is a material increase in the percentage of shares beneficially owned by Olivia B. Holding, and increases for the other reporting persons, due to the Issuer's repurchases of its Class A Common Stock, which reduced the total number of outstanding shares.
• The reporting persons are family members, but each disclaims membership in a group.
• Shares were acquired through gifts, personal funds, in exchange for shares of First Citizens Bancorporation, Inc. during a merger, and from the estate of Frank B. Holding.
• Frank B. Holding, Jr., Hope H. Bryant, and Claire H. Bristow's spouse (Peter M. Bristow) are executive officers and directors of the Issuer.
• Olivia B. Holding, Carson H. Brice, and Claire H. Bristow are siblings of Frank B. Holding, Jr. and Hope H. Bryant and do not participate in management or policy-making.
• The shares are held for investment purposes.
• As of April 6, 2026, the reporting persons collectively beneficially own 2,665,563 shares of Class A Common Stock, representing approximately 24.98% of the outstanding shares.
• Additionally, certain entities where reporting persons are shareholders and directors hold 466,532 shares of Class A Common Stock (approx. 4.37%), with reporting persons disclaiming beneficial ownership of these entity-held shares.
• The reporting persons also hold significant stakes in Class B Common Stock and Depositary Shares.
• Some reporting persons have pledged shares to secure personal lines of credit.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive filing, as it primarily reports updated ownership percentages due to share repurchases, indicating a stable insider base with significant holdings.

Positives

• The filing indicates a significant collective ownership stake (24.98%) in First Citizens BancShares Class A Common Stock by a group of related individuals, suggesting strong insider alignment and long-term commitment.
• The primary driver for the increased ownership percentages is issuer share repurchases, which can be a positive signal of management's belief in the company's value and a way to return capital to shareholders.
• Key family members hold executive and director positions, ensuring direct involvement in company strategy and governance.

Negatives

• The filing is an amendment to a Schedule 13D, indicating ongoing changes in beneficial ownership, which can sometimes signal shifts in strategy or potential future actions.
• Some shares are pledged as collateral for personal borrowings, which could potentially lead to forced sales under certain market conditions, though this is not explicitly stated as a risk in this filing.

Risks

• The filing notes that some reporting persons have pledged shares of Class A Common Stock to secure personal lines of credit and other personal borrowings, which could lead to the disposition of these shares if loan covenants are not met.

Future Outlook

No specific forward-looking statements or guidance are provided in this amendment, which focuses on reporting current beneficial ownership.

Management Comments

• Each of the Reporting Persons disclaims membership in a group.
• Each of the Reporting Persons disclaims voting and dispositive power with respect to the shares held by those entities (referring to shares held by certain entities in which reporting persons are shareholders and directors).

Industry Context

StockSavvy.ai notes that significant insider ownership, as reported in this Schedule 13D amendment for First Citizens BancShares, is often viewed positively by the market, indicating confidence from key stakeholders in the company's long-term prospects. The context of share repurchases driving percentage increases is also a common theme in the banking sector as companies manage their capital.

Related Party Transactions

• Shares were acquired in part through gifts from parents (Frank B. Holding and Ella Ann L. Holding).
• Shares were acquired in part from or through the estate of their father, Frank B. Holding.
• Shares held by children and grandchildren were acquired in part through gifts from them and Frank B. Holding and Ella Ann L. Holding.
• Shares held by various entities were acquired in part through contributions by Lewis R. Holding and Frank B. and Ella Ann L. Holding.
• Frank B. Holding, Jr., Hope H. Bryant, and Claire H. Bristow's spouse (Peter M. Bristow) serve as executive officers and directors of the Issuer.
• Olivia B. Holding, Carson H. Brice, and Claire H. Bristow are siblings of Frank B. Holding, Jr. and Hope H. Bryant.

Stakeholder Impact

• Shareholders: The significant collective ownership by related parties may influence corporate strategy and decision-making. Share repurchases, which led to this filing, can be viewed positively by shareholders as a sign of company confidence and capital return.
• Management/Directors: Several reporting persons are also officers and directors, indicating a strong alignment of interests.
• Creditors: Pledging of shares by some reporting persons for personal borrowings could indirectly impact the company if those borrowings lead to forced sales, though this is a personal financial matter.

Next Steps

• Reporting persons will continue to hold shares for investment purposes.
• Future amendments to Schedule 13D will be filed as required by changes in beneficial ownership.

Key Dates

Keywords

First Citizens BancShares, Schedule 13D, Beneficial Ownership, Class A Common Stock, Insider Ownership, Share Repurchase, Investment, SEC Filing, Amendment