DEF 14A of First Citizens Bancshares Inc /De/, Mar 23, 2026

DEF 14A of First Citizens Bancshares Inc /De/

Filed Mar 23, 2026 · FY20250001193125-26-119777

Open on EDGAR

  1. PROXY STATEMENT TABLE OF CONTENTS

    | VIRTUAL ANNUAL MEETING OF STOCKHOLDERS | 1 | | PROXY SUMMARY | 1 | | 2026 Annual Meeting of Stockholders | 1 | | Voting Securities | 1 | | Proposals and Voting Recommendations | 2 | | Proxy Voting Methods | 2 | | Who We Are | 3 | | 2026 Director Nominees | 4 | | Nominee Profile | 4 | | 2025 Business Highlights | 5 | | 2025 Executive Compensation Highlights | 6 | | Key Corporate Governance Highlights | 7 | | Proxy Statement Definitions | 10 | | PROPOSAL 1: ELECTION OF DIRECTORS | 11 | | General | 11 | | Summary of Director Nominee Skills | 12 | | Nominees | 13 | | CORPORATE GOVERNANCE | 21 | | Board Leadership Structure | 21 | | Director Independence | 22 | | Director Retirement Policy | 23 | | Service on Other Public Company Boards | 23 | | Boards’ Role in Risk Management | 24 | | Attendance by Directors at Meetings | 25 | | Communications with Our Board | 25 | | Code of Ethics | 26 | | Insider Trading Policy | 26 | | Our Vision and Values | 27 | | Human Resources Approach | 27 | | COMMITTEES OF OUR BOARDS | 29 | | Board Committee Structure | 29 | | Audit Committee | 30 | | Audit Committee Report | 31 | | Risk Committee | 32 | | Technology Committee | 34 | | Trust Committee | 35 | | Compensation, Nominations and Governance Committee | 36 | | Effect of Risk Management on Compensation | 40 | | Compensation Committee Report | 40 |

  2. 2026 Director Nominees

    2026 Director Nominees The 12 nominees for election as directors at the Annual Meeting are listed below. Further information regarding the nominees and their experience and qualifications is contained in this proxy statement under the heading “PROPOSAL 1: ELECTION OF DIRECTORS.” Nominees’ ages listed in the table are as of the date of this proxy statement.

  3. 2026 Director Nominees

    | Name and Age | Principal Occupation | Independent Director? | Committee Membership (C=Chair; VC=Vice Chair) | Board Tenure | 2025 Board and Committee Meeting Attendance (1) | | Ellen R. Alemany 70 | Retired; our former Vice Chairwoman and former Chairwoman and Chief Executive Officer of CIT | — | Risk Technology | 4 Years | 100% | | Victor E. Bell III 69 | Chairman and President, Marjan, Ltd. | ✔ | Audit CNG (2) | 24 Years | 100% | | Peter M. Bristow 60 | Our and FCB’s President | — | None | 12 Years | 100% | | Hope H. Bryant 63 | Our and FCB’s Vice Chairwoman | — | Executive (VC) Trust | 20 Years | 91% | | Dr. Eugene Flood, Jr. 70 | Managing Partner, A Cappella Partners | ✔ | Risk Technology (C) Trust (C) | 3 Years | 94% | | Frank B. Holding, Jr. 64 | Our and FCB’s Chairman and Chief Executive Officer | — | Executive (C) | 33 Years | 100% | | Robert R. Hoppe 74 | Retired; former partner, PricewaterhouseCoopers LLP | ✔ | Risk (C) Executive | 12 Years | 100% | | David G. Leitch 65 | Retired legal counsel; former Global General Counsel, Bank of America Corporation | ✔ | Audit CNG | 2 Years | 97% | | Robert E. Mason IV 67 | Chairman, Robert E. Mason and Associates, Inc. | ✔ | Audit CNG Technology | 19 Years | 97% | | Diane E. Morais 60 | Retired financial services executive; former President of Consumer and Commercial Banking, Ally Bank | ✔ | Risk Technology | Since July 1, 2025 | 100% | | Robert T. Newcomb 65 | Retired; former Owner, Chief Executive Officer, and President, Newcomb and Company | ✔ Lead Independent Director | CNG (C) Executive | 24 Years | 100% | | R. Mattox Snow III 62 | Retired; former partner and Chairman of the Governing Board of Forvis Mazars, LLP | ✔ | Audit (C) Trust Executive | 1 Year | 100% |

  4. 2026 Director Nominees

    | (1) Does not include meetings of working groups of directors. |

  5. 2026 Director Nominees

    | (2) CNG refers to our Compensation, Nominations and Governance Committee. |

  6. 2025 Executive Compensation Highlights

    | Compensation Objectives | How Our Compensation Program Supports Our Compensation Objectives | | Reward sustained long-term performance and long-term service and loyalty. | ● Long-Term Incentive Plan Awards. Approved the grant of new cash-based performance awards under FCB’s Long-Term Incentive Plan (the “LTIP”) for a three-year performance period (2025-2027) based on the same performance criteria as in prior years (growth in the tangible book value per share of our common stock plus cumulative dividends paid per common share). | | Balance business risk with sound financial policy and stockholders’ interests and align the interests of executive officers with the long-term interests of stockholders by encouraging growth in the value of our company and our stockholders’ investments. | ● Continued Focus on Performance-Based Compensation Relative to Total Compensation. Continued to increase the percentages of the total compensation for our named executive officers (“NEOs”) that are performance based and to focus on performance-based compensation as a substantial component of our NEOs’ total compensation. ● LTIP Performance Goals. Continued to base LTIP performance awards for executive officers primarily on growth in tangible book value, which the CNG Committee believes is a key driver of long-term value. ● Merger Performance Plan. Approved award opportunities with respect to the SVB Acquisition under FCB’s Merger Performance Plan (“MPP”) to motivate and reward eligible associates, including executive officers, who had significant involvement in and responsibility for post-acquisition processes by offering them cash incentives dependent on realization of benefits to our company and stockholders. Performance objectives included timely integration achievement, risk management, individual performance, our overall results, and other related specific goals. The award opportunities for the SVB Acquisition are expected to be the final opportunities under the MPP with respect to that transaction. ● Incentive Compensation Risk Management Program. Maintained an Incentive Compensation Risk Management Program, including ongoing risk-balancing processes and mechanisms that help identify and mitigate risks that might arise from incentive compensation arrangements. ● Clawback Policies. Maintained policies and other mechanisms to claw back executive compensation in the event of material miscalculations, including those resulting from accounting restatements, failures to manage material risks or address significant regulatory or audit issues, or significant violations of our Code of Ethics, other internal policy, or law. | | Attract, motivate, and retain talented executive officers, and provide compensation to executive officers that is competitive with comparable financial services companies. | ● Pay Competitiveness. Continued to assess, with the assistance of its independent compensation consultant, the competitiveness of our executives’ compensation against comparably sized banking and financial services institutions with which we compete in order to provide competitive compensation programs that attract, retain, and motivate talented executives with strong track records of success, and to help assure a high performing and stable leadership team. |

  7. Summary of Director Nominee Skills

    Summary of Director Nominee Skills The chart below identifies skills that our director nominees named below indicate that they provide to our Board, developed either through past service on our Board or through other professional pursuits.

  8. Summary of Director Nominee Skills

    | | | | | | | | | | | | | | | Audit, Financial Reporting or Accounting | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Banking Sector Experience | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | ESG (Environmental, Social, Governance) | | ✓ | | | ✓ | | | ✓ | ✓ | ✓ | | ✓ | | Executive Compensation and Benefits | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | | | Executive Leadership | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Government Affairs, Legal and Compliance | | ✓ | ✓ | | | | ✓ | ✓ | ✓ | | | | | Human Capital Management | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | | | Public Company Board Service or Corporate Governance | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | | Risk Management | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | | Strategic Planning | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | | Technology, Cybersecurity and Information Security | | ✓ | | | | ✓ | | | ✓ | ✓ | | |

  9. Summary of Director Nominee Skills

    | 12 | 2026 Annual Proxy Statement |

  10. Nominees

    Nominees A listing of and information about each of the 12 nominees is set forth below.

  11. Nominees

    | Ellen R. Alemany | PRINCIPAL OCCUPATION ∎ Retired banking executive ∎ First Citizens BancShares and FCB ➢ Special Advisor to our Chairman and Chief Executive Officer (January 2023 through December 2023) ➢ Former Vice Chairwoman (January 2022 through December 2022) ➢ Employed by FCB from January 2022 to January 2024 ∎ CIT Group Inc. and its subsidiary, CIT Bank, N.A. ➢ Chairwoman and Chief Executive Officer (2016-2022) ➢ Director, CIT Group Inc. (2014-2022) ∎ RBS Americas (“RBS”) ➢ Head of management structure that oversees Royal Bank of Scotland’s American business (2007-2013) ∎ RBS Citizens Financial Group, Inc. (subsidiary of RBS) ➢ Chief Executive Officer and Chairwoman (2008-2013) ∎ Citigroup (1987-2007) ➢ Chief Executive Officer, Global Transaction Services (2006-2007) ➢ Executive Vice President, Commercial Business Group (2003-2006) ➢ President and Chief Executive Officer, CitiCapital (2001-2006) KEY EXPERIENCE AND QUALIFICATIONS ∎ Visible and active community leader: Extensive community and public leadership experience, including as a former member of the Global Board of Advisors of Operation Hope. ∎ Management and financial experience: Over 45 years of management experience in banking and financial services, including chief executive experience with a large, multinational commercial bank, as well as global financial management and regulatory experience. ∎ Corporate governance expertise: Service on boards of directors and board committees of public companies and large nonprofits. Served on the Federal Reserve’s Federal Advisory Council. OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT ∎ Vice Chairwoman, Center for Discovery ∎ Former Director, Fidelity National Information Services, Inc. ∎ Former Director, Dun & Bradstreet Holdings, Inc. ∎ Former Member, Board of Trustees for The Conference Board | | Age: 70 Director Since: 2022 Independent Director: No Current Board Committee Service: ∎ Risk Committee ∎ Technology Committee | |

  12. Nominees

    | 2026 Annual Proxy Statement | 13 |

  13. Nominees

    | Victor E. Bell III | PRINCIPAL OCCUPATION ∎ Chairman and President, Marjan, Ltd. (real estate and other investments) (since 1986) KEY EXPERIENCE AND QUALIFICATIONS ∎ Management and financial experience: More than 40 years managing, operating, and growing a family-owned real estate and investment business. ∎ Market expertise: Familiarity with real estate, real estate-related investment, the medical community, and area universities. ∎ Corporate governance expertise: Service on boards of directors and board committees of not-for-profit entities and foundations. OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT ∎ Chairman and President, North Carolina Museum of History Foundation ∎ Chairman and President, Ravenscroft School Foundation ∎ Member, Board of Trustees, YMCA of the Triangle ∎ Chairman and President, White Memorial Presbyterian Church Foundation ∎ Former Vice Chairman, A. E. Finley Foundation ∎ Former Trustee, North Carolina Retirement Systems division of the Department of State Treasurer ∎ Former Member, Board of Visitors, UNC Lineberger Comprehensive Cancer Center ∎ Former Member, Board of Visitors, Saint Mary’s School | | Age: 69 Director Since: 2002 Independent Director: Yes Current Board Committee Service: ∎ Audit Committee ∎ Compensation, Nominations and Governance Committee | | | Peter M. Bristow Our and FCB’s President | PRINCIPAL OCCUPATION ∎ First Citizens BancShares and FCB ➢ President (since 2014) ➢ Employed by FCB since 2014 and FCB-SC since 1991 ∎ First Citizens Bancorporation, Inc. and its subsidiary bank, First Citizens Bank and Trust Company, Inc. ➢ President and Chief Operating Officer (2001-2014) KEY EXPERIENCE AND QUALIFICATIONS ∎ Strong leader with extensive management and financial experience: More than 33 years in the banking industry in retail, wealth management, commercial, and small business banking lines. ∎ Market and operations expertise: Intimate knowledge of FCB’s South Carolina and Georgia banking markets and operations including Information Technology, Commercial and Retail Credit, and Corporate Real Estate. ∎ Corporate governance expertise: Service on boards of directors and board committees of not-for-profit entities and foundations. OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT ∎ Director, North Carolina Community Foundation ∎ Former Director, North Carolina Museum of Art Foundation ∎ Former Member, Board of Trustees, Saint Mary’s School | | Age: 60 Director Since: 2014 Independent Director: No Current Board Committee Service: ∎ None Family Relationships: ∎ Mr. Bristow is the brother-in-law of Mr. Holding and Mrs. Bryant | |

  14. Nominees

    | 14 | 2026 Annual Proxy Statement |

  15. Nominees

    | Hope H. Bryant Our and FCB’s Vice Chairwoman | PRINCIPAL OCCUPATION ∎ First Citizens BancShares and FCB ➢ Vice Chairwoman (since 2011) ➢ Executive Vice President (2002-2011) ➢ Employed by FCB since 1985 KEY EXPERIENCE AND QUALIFICATIONS ∎ Strong leader with extensive management and financial experience: Over 35 years of experience with FCB, including managing expansion into new markets and as past President of our former subsidiary, IronStone Bank. ∎ Visible and active community leader: Extensive community and industry leadership experience, including past service on the board of directors of the North Carolina Bankers Association. ∎ Corporate governance expertise: Service on boards of directors and board committees of not-for-profit entities and foundations and non-public community financial institutions. ∎ Other financial institution experience: Serves as a director of Southern BancShares (N.C.), Inc., and Fidelity BancShares (N.C.), Inc., and their respective bank subsidiaries. OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT ∎ Board member of Blue Cross and Blue Shield of North Carolina and its parent, CuraCor Solutions Corp. ∎ Member, Board of Trustees, YMCA of the Triangle ∎ Member, Board of Trustees and Chair of the Finance Committee, Woodberry Forest School ∎ Former Member, Ambassador’s Committee, 2022 U.S. Women’s Open ∎ Former Director, North Carolina Bankers Association | | Age: 63 Director Since: 2006 Independent Director: No Current Board Committee Service: ∎ Executive Committee (Vice Chairwoman) ∎ Trust Committee of FCB’s Board Family Relationships: ∎ Mrs. Bryant is the sister of Mr. Holding and the sister-in-law of Mr. Bristow | |

  16. Nominees

    | 2026 Annual Proxy Statement | 15 |

  17. Nominees

    | Dr. Eugene Flood, Jr. | PRINCIPAL OCCUPATION ∎ Managing Partner, A Cappella Partners (family office focused on business, for profit and not-for-profit board activity, community services and philanthropic efforts) (since 2013) ∎ Senior Advisor, 33 Capital Management, LTD (investment adviser in family office) (since 2023) ∎ Managing Partner, Flood Mason Holdings (consulting and investment platform) (since 2023) ∎ Director, Chairman of the Risk Committee and Member of the Human Capital and Compensation Committee of Janus Henderson Group plc Board of Directors (since 2017) ∎ Director, Grubb Properties (real estate investment manager) (since 2022) ∎ Managing Partner, Next Sector Capital (investment management) (2015-2022) ∎ President and Chief Executive Officer, Smith Breeden Associates (asset management firm) (2000-2010) ∎ TIAA-CREF (asset management and retirement planning firm) ➢ Executive Vice President (2011-2012) ➢ Trustee and Investment Committee Chair, CREF and TIAA-CREF Mutual Fund (2003-2010) ∎ Morgan Stanley (investment banking and financial services firm) (1987-1999) ∎ Assistant Professor of Finance, Stanford Business School (1982-1987) KEY EXPERIENCE AND QUALIFICATIONS ∎ Extensive investment management and financial expertise: Over 35 years of expertise in investment management, mutual fund, and investment adviser services within the global asset management industry. Dr. Flood’s experience spans line, executive and board-level leadership roles in firms operating across institutional and retail markets worldwide, encompassing all major asset classes in both public and private sectors. ∎ Risk and compliance oversight: Over 35 years of extensive experience in risk management and technology in both sell-side and buy-side firms, including trading desks, market-making positions and portfolio management positions, and extensive interaction with risk management professionals around the world. Dr. Flood regularly attends risk management conferences and has spoken and written on the subject. ∎ Corporate governance, financial, and audit: Corporate governance experience and deep knowledge of financial and audit-related matters, gained through service on the boards of three companies with over $200 billion in assets, including publicly traded companies, as well as several other for-profit and non-profit organizations; included in Savoy magazine’s 2024 list of Most Influential Corporate Directors. OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT ∎ Chair, Advisory Board, Institute for Global Health and Infectious Diseases, University of North Carolina at Chapel Hill ∎ Member, Board of Trustees, Research Corporation for Science Advancement ∎ Member, Board of Trustees and Investment Committee, Boston Children’s Hospital ∎ Former Member, Advisory Board of C Street Advisory Group ∎ Former Board Member, Financial Accounting Foundation, Financial Accounting Standards Board, and Governmental Accounting Standards Board ∎ Former Director, The Foundation of the Carolinas ∎ Former Member, Steering Board, Eshelman Institute | | Age: 70 Director Since: 2023 Independent Director: Yes Current Board Committee Service: ∎ Risk Committee ∎ Technology Committee (Chairman) ∎ Trust Committee of FCB’s Board (Chairman) Other Current Public Company Directorships ∎ Janus Henderson Group plc | |

  18. Nominees

    | 16 | 2026 Annual Proxy Statement |

  19. Nominees

    | Frank B. Holding, Jr. Our and FCB’s Chairman and Chief Executive Officer | PRINCIPAL OCCUPATION ∎ First Citizens BancShares and FCB ➢ Chairman (since 2009) ➢ Chief Executive Officer (since 2008) ➢ President (1994-2009) ➢ Employed by FCB since 1983 KEY EXPERIENCE AND QUALIFICATIONS ∎ Strong leader with extensive management and financial experience: Over 40 years of experience with FCB. Has an intimate knowledge of our business and its culture, values, goals, and strategic operations. ∎ Visible and active community leader: Service on boards of directors and board committees of not-for-profit entities and foundations. ∎ Corporate governance expertise: Extensive public and business leadership experience including serving as a director and member of various committees of other public and non-public companies. OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT ∎ Member of the Federal Reserve’s Federal Advisory Council ∎ Director, Mount Olive Pickle Company ∎ Trustee, Wake Forest University, Wake Forest University Foundation and Wake Forest University Development Foundation ∎ Chairman, Global Transpark Foundation ∎ Chairman, North Carolina Chamber Foundation ∎ Former Member, Advisory Board, Duke Energy Corporation ∎ Former Member (former Chairman), Board of Trustees, Blue Cross and Blue Shield of North Carolina ∎ Former Director (former Chairman), North Carolina Chamber of Commerce ∎ Former Vice Chairman and Director, Institute for Defense and Business | | Age: 64 Director Since: 1993 Independent Director: No Current Board Committee Service: ∎ Executive Committee (Chairman) Other Current Public Company Directorships ∎ flyExclusive, Inc. Family Relationships: ∎ Mr. Holding is the brother of Mrs. Bryant and the brother-in-law of Mr. Bristow | | | Robert R. Hoppe Risk Management Expert | PRINCIPAL OCCUPATION ∎ Retired ∎ Former Certified Public Accountant and partner, PricewaterhouseCoopers LLP (1983-2007) KEY EXPERIENCE AND QUALIFICATIONS ∎ Extensive financial and accounting experience: 34 years in public accounting serving clients in the public, private, nonprofit, and governmental sectors and industries, including manufacturing, healthcare, distribution, utilities, smaller financial service and college and university clients. ∎ Corporate governance experience: Prior service as director and vice chairman of the audit and risk committees for another financial institution. Active in civic and professional organizations throughout his career. OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT ∎ Director (former Chairman), Salvation Army of Greater Charlotte ∎ Former director of First Citizens Bancorporation, Inc. and First Citizens Bank and Trust Company, Inc., Columbia, S.C. | | Age: 74 Director Since: 2014 Independent Director: Yes Current Board Committee Service: ∎ Executive Committee ∎ Risk Committee (Chairman) | |

  20. Nominees

    | 2026 Annual Proxy Statement | 17 |

  21. Nominees

    | David G. Leitch | PRINCIPAL OCCUPATION ∎ Retired legal counsel ∎ Bank of America (2016-2022) ➢ Vice Chair (2021-2022) ➢ Global General Counsel (2016-2021) ∎ Ford Motor Company ➢ Group Vice President and General Counsel (2005-2015) ∎ Executive Office of the President, The White House ➢ Deputy Counsel to the President of the United States (2002-2005) ∎ Federal Aviation Administration ➢ Chief Counsel (2001-2002) ∎ Hogan and Hartson L.L.P. (now Hogan Lovells US LLP) (1987-1990 and 1993-2001) ➢ Partner (1994-2001) ➢ Counsel (1993) ➢ Associate (1987-1990) KEY EXPERIENCE AND QUALIFICATIONS ∎ Extensive management and business experience: Over 35 years of business experience, including six years at a large financial institution, overseeing the company’s legal functions and relationships with regulatory and law enforcement authorities around the world. ∎ Visible and active community leader: Championed pro bono service by bank attorneys, including co-founding the Charlotte Triage project, which supports Legal Aid of North Carolina-Charlotte and the Charlotte Center for Legal Advocacy. ∎ Corporate governance experience: Extensive corporate governance experience, having served as chief legal advisor to boards of directors and senior management for over 17 years; as co-chair of the Disclosure Committee for Ford Motor Company; and on various nonprofit and public company boards. ∎ Regulatory and governmental experience: Significant experience in regulatory and governmental roles, including as Chief Counsel at the Federal Aviation Administration and Deputy Counsel to the President of the United States. OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT ∎ Member, American Law Institute ∎ Member, Bar Associations of District of Columbia, Michigan and Virginia ∎ Member, Bar of U.S. Supreme court and various federal circuit and district courts ∎ Member, Fourth Circuit Judicial Conference ∎ Member, Executive Committee of the United States Golf Association ∎ Member, Board of Directors of the International Justice Mission ∎ Member, Board of Directors of the Center for Christian Study ∎ Former Director, Talmer Bank (now a part of Huntington Bank) | | Age: 65 Director Since: 2024 Independent Director: Yes Current Board Committee Service: ∎ Audit Committee ∎ Compensation, Nominations and Governance Committee | |

  22. Nominees

    | 18 | 2026 Annual Proxy Statement |

  23. Nominees

    | Robert E. Mason IV | PRINCIPAL OCCUPATION ∎ Robert E. Mason and Associates, Inc. (industrial automation and engineering services) ➢ Chairman (since 2017) ➢ Chief Executive Officer (1996-2022) KEY EXPERIENCE AND QUALIFICATIONS ∎ Extensive management and business experience: Over 30 years of experience in managing, operating, and growing a successful industrial automation and engineering services business with a national and international business perspective. ∎ Corporate governance experience: Service on boards of directors and board committees of not-for-profit entities and foundations. OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT ∎ Board Member, Crosland Foundation ∎ Former Member, Board of Trustees, Episcopal High School, Alexandria, VA ∎ Former Member, Advisory Board of UNC Charlotte Lee College of Engineering | | Age: 67 Director Since: 2007 Independent Director: Yes Current Board Committee Service: ∎ Audit Committee ∎ Compensation, Nominations and Governance Committee ∎ Technology Committee | | | Diane E. Morais | PRINCIPAL OCCUPATION ∎ Retired financial services executive ∎ Ally Bank, a subsidiary of Ally Financial ➢ President of Consumer and Commercial Banking (2017-2024) ➢ Chief Executive Officer and President (2015-2017) ➢ Deposits Executive (2008-2015) ∎ Bank of America ➢ Customer Experience Executive (2006-2008) ➢ Deposits and Debit Products Executive (2004-2006) ➢ President, Home Focus Services LLC (2002-2004) ➢CreditCard Direct Marketing / Sales Executive (1996-2002) ∎ Citibank ➢ Card Services (1987-1996) KEY EXPERIENCE AND QUALIFICATIONS ∎ Extensive management and financial services experience: Over 30 years of experience in banking and financial services, including leadership roles in consumer and commercial banking, deposits, card, and customer experience. ∎ Visible and active community leader: Active in the Charlotte community, having served as an Executive in Residence for Queens University, and as a member of the board of directors for the YMCA of Greater Charlotte and other nonprofit organizations. ∎ Corporate governance experience: Former Chairman and Executive Director of Ally Bank, a subsidiary of Ally Financial, and has served as a member of the board of non-profit organizations. OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT ∎ Former Chairman, CEO and President, Ally Bank, a subsidiary of Ally Financial ∎ Former Director, ResMor Trust Co, a Canadian subsidiary of Ally Financial ∎ Member, Board of Directors, YMCA of Greater Charlotte ∎ Former Member, Board of Directors for Junior Achievement of Central Carolinas ∎ Former Member, Board of Directors for Charlotte Center City Partners | | Age: 60 Director Since: 2025 Independent Director: Yes Current Board Committee Service: ∎ Risk Committee ∎ Technology Committee | |

  24. Nominees

    | 2026 Annual Proxy Statement | 19 |

  25. Nominees

    | Robert T. Newcomb Lead Independent Director | PRINCIPAL OCCUPATION ∎ Retired ∎ Former President, Chief Executive Officer, and owner, Newcomb and Company (mechanical contractors) (1991-2023) KEY EXPERIENCE AND QUALIFICATIONS ∎ Extensive management and business experience: Over 32 years of experience in managing, operating and growing a successful mechanical contracting company. ∎ Corporate governance experience: Service on boards of directors and board committees of not-for-profit entities. OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT ∎ Director, Raleigh Cemetery Association (Oakwood Cemetery) ∎ Former Member of the Board of Directors, Board of Trustees, Chief Volunteer Officer, and Annual Campaign Chair, YMCA of the Triangle | | Age: 65 Director Since: 2002 Independent Director: Yes Current Board Committee Service: ∎ Compensation, Nominations and Governance Committee (Chairman) ∎ Executive Committee | | | R. Mattox Snow III Audit Committee Financial Expert | PRINCIPAL OCCUPATION ∎ Retired ∎ Forvis Mazars, LLP (assurance, tax, and consulting services) ➢ Partner and Chairman of the Governing Board (2022-2025) ∎ Dixon Hughes Goodman LLP (a predecessor to Forvis Mazars, LLP) ➢ Chief Executive Officer (2014-2022) ➢ Partner (2007-2022) ∎ KPMG LLP ➢ Partner (1986-2007) KEY EXPERIENCE AND QUALIFICATIONS ∎ Extensive management and business experience: Over 30 years in the accounting and audit profession where he has most recently served as Chairman of the Governing Board of Forvis Mazars. His experience includes over 25 years serving as an external auditor of publicly traded financial institutions, including large nationwide banks. He previously served a rotation in the national office of Big Four accounting firm KPMG LLP and was named an SEC partner at that firm. ∎ Corporate governance experience: Service on governing boards and committees of a private entity and nonprofits. OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT ∎ Former Vice Chairman of the Governing Board of Forvis Mazars Global, Ltd., a global network comprising Forvis Mazars and Forvis Mazars Group SC, with representative firm locations in over 100 countries ∎ Former Vice Chairman and member of the Management Board of Praxity, a global alliance of accounting firms and international not-for-profit ∎ Former Board Member and Chairman of the Audit and Finance Committee, American Institute of CPAs and former Chairman of its Major Firms Group ∎ Former Member, Board of Visitors, Wake Forest University School of Business ∎ Former Board Member and Chairman of the Finance Committee, United Way of Central Carolinas | | Age: 62 Director Since: 2025 Independent Director: Yes Current Board Committee Service: ∎ Audit Committee (Chairman) ∎ Executive Committee ∎ Trust Committee of FCB’s Board | |

  26. Nominees

    Our Board of Directors unanimously recommends that you vote “FOR” each of the 12 nominees named above. The 12 nominees who receive the highest numbers of votes will be elected.

  27. Nominees

    | 20 | 2026 Annual Proxy Statement |

  28. Nominees

    Our Board has adopted Corporate Governance Guidelines that, together with our Bylaws, establish various processes related to the structure and leadership of our Board and the governance of our organization, including those processes described in the following sections. Our Corporate Governance Guidelines and our Bylaws are available on our website at ir.firstcitizens.com/corporate-governance/governance-documents.

  29. Human Resources Approach

    | ● | a 401(k) plan, flexible spending accounts, life and accidental death and dismemberment insurance, short-term and long-term disability coverage, numerous voluntary coverages, and discount programs; |

  30. Our Executive Compensation Philosophy and Objectives

    | ● | rewarding sustained long-term performance, service, and loyalty; |

  31. Our Executive Compensation Philosophy and Objectives

    | ● | balancing business risk with sound financial policy and stockholders’ interests, and aligning the interests of our executive officers with the long-term interests of our stockholders by encouraging growth in the value of our company and our stockholders’ investments; |

  32. 2025 Compensation Actions and Decisions

    | ● | Continued Use of Growth in Tangible Book Value as the LTIP Performance Metric — The Committee continued to use growth in the tangible book value of our common stock plus dividends on our common shares as the primary component of the performance measure for the determination of LTIP awards. Tangible book value per share is defined as an amount equal to our total assets, minus our intangible assets, minus our liabilities, divided by the aggregate number of outstanding shares of both classes of our common stock, subject to certain adjustments. The central objective of our strategic plan is to build the long-term value of our company and our stockholders’ investments, and the Committee believes growth in tangible book value per share is a key driver of long-term value. As a result, the Committee believes the performance goals under our LTIP, from which our executives derive a substantial portion of their compensation, are consistent with our focus on long-term objectives and emphasis on financial stability and growth in stockholder value, which are factors that have contributed to our financial success over the years. |

  33. 2025 Compensation Actions and Decisions

    | ● | Long-Term Incentive Plan (“LTIP”) New Awards and Payments: |

  34. 2025 Compensation Actions and Decisions

    | ➢ | In January 2025, the Committee approved the grant of cash-based LTIP performance awards to our NEOs for a three-year 2025-2027 performance period based on the same performance measure used in prior years — the cumulative annual growth rate of our tangible book value per share of our common stock, plus dividends per common share paid each year over the performance period (the “TBV+D Growth Rate”), subject to certain adjustments. As with the grants made in 2022, 2023, and 2024, the Committee set Threshold, Target, and Stretch TBV+D Growth Rate goals of 12%, 30%, and 48%, respectively, with payment opportunities for performance at those levels to be based on 50%, 100%, and 150% of the Target Amounts of the awards. |

  35. 2025 Compensation Actions and Decisions

    | ➢ | In January 2026, the Committee approved payment of the three-year cash performance awards previously granted under the LTIP for the 2023-2025 performance period, which are reported in this proxy statement as compensation for 2025. |

  36. 2025 Compensation Actions and Decisions

    | ● | No Change in Control Arrangements or Stock-Based Compensation — We continue to have no employment or change of control agreements with any of our current NEOs and we have not provided them with any equity or stock-based compensation. |

  37. 2025 Compensation Actions and Decisions

    | ● | Continued Focus on Performance-Based Compensation — By maintaining individual “Stretch” opportunity levels with respect to LTIP awards granted for the 2025-2027 performance period at 150% of the Target Amounts and approving award opportunities to NEOs under the MPP with performance objectives as described above, we continued to increase the percentages of our NEO’s total compensation that is performance-based and to focus on performance-based compensation as a substantial component of our NEOs’ total compensation. |

  38. 2026 Compensation Actions and Decisions

    | ● | LTIP Awards — In January and February 2026, the Committee approved the grant of LTIP cash performance opportunities for a new, three-year 2026-2028 performance period based on the same TBV+D Growth Rate performance measure as the 2025-2027 awards. The Committee set the same Threshold, Target, and Stretch TBV+D Growth Rate goals of 12%, 30% and 48%, respectively, and with payments for performance at those levels based on the same 50%, 100%, and 150% of the Target Amounts. |

  39. Cash Compensation

    Long-Term Incentive Plan (“LTIP”). We reward long-term performance through cash award opportunities that may be earned based on the extent of attainment of performance goals under our LTIP. The LTIP is intended to reinforce the link between the interests of our participating officers and the interests of our company and our stockholders, and to motivate and reward executive officers for their contributions toward achieving our strategic plan’s central objective of building the long-term value of our company and our stockholders’ investments. Cash incentive awards may be granted by the Committee under the LTIP in amounts (“Target Amounts”) which are expressed as percentages of officers’ base salaries. The awards represent opportunities to receive cash payments based on the extent to which performance goals set by the Committee at “Threshold” (i.e., minimum), “Target,” and “Stretch” (i.e., maximum) levels are met or exceeded during stated periods of time (“Performance Periods”). If performance over the Performance Period exceeds the Threshold level but not the Target level, or exceeds the Target level but not the Stretch level, the amount earned by each officer will be interpolated by the Committee. In 2026, the maximum amount of an award that may be paid under the LTIP to any one participant in any one fiscal year was increased from $10 million to $15 million, following advice from Pay Governance as to alignment in market compensation for our executive positions. Since its inception, awards generally have been granted under the LTIP each year for overlapping three-year Performance Periods and with performance objectives based on cumulative annual growth in the tangible book value per share (“TBV”) of our common stock plus dividends per common share (“D”) paid each year over the applicable Performance Periods (the “TBV+D Growth Rate”). Our TBV per share of common stock at the beginning and end of each year within a Performance Period is the amount equal to our total assets, minus our intangible assets, minus our liabilities, divided by the aggregate number of outstanding shares of both classes of our common stock, subject to certain adjustments applied each year within the Performance Period. The Committee believes growth in TBV is a key driver of long-term value. As a result, the Committee believes that using growth in TBV as the primary component of the performance goals for our LTIP is consistent with our focus on long-term objectives and our emphasis on financial stability and growth in stockholder value. The Committee believes those objectives are factors that have contributed to our financial success over the years. The TBV+D Growth Rate is determined according to the following formula each year within the Performance Period and then cumulated:

  40. Cash Compensation

    | (1) Performance goals were set for award opportunities for the 2024-2026, 2025-2027, and 2026-2028 Performance Periods at Threshold, Target, and Stretch TBV+D Growth Rate levels of 12%, 30%, and 48%, respectively. |

  41. Cash Compensation

    | (2) Mrs. Rupp intends to retire effective June 1, 2026. Under the terms of the LTIP, a pro rata share of an award may be paid, at the Committee’s discretion, after the end of the period covered by the award if and to the extent that the award would have become earned and payable had Mrs. Rupp’s employment status not changed. |

  42. Nonqualified Deferred Compensation Plans

    Nonqualified Deferred Compensation Plans We maintain an unfunded, nonqualified deferred compensation plan (the “FCB 2021 Plan”) that permits plan participants to save for retirement and other long-term financial goals on a tax-deferred basis by electing to defer their receipt of up to 80% of their base salaries and LTIP award payments. FCB credits participants’ deferred amounts with deemed investment gains, and deducts deemed investment losses, based on hypothetical investment options selected by the participants from a menu of investment options which are used only for purposes of measuring the amounts to be added to or deducted from participants’ accounts. Many of those hypothetical investment options are identical to the investment options offered to participants in FCB’s Section 401(k) plans. However, certain investment funds that are available to Section 401(k) plan participants are not options hypothetically available to FCB 2021 Plan participants because those investment funds are only available for the investment of assets held in employer-sponsored retirement plans under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or because they are not available to plans that have smaller aggregate amounts of assets. In the case of those Section 401(k) plan investment options, similar investment fund options are offered to participants in the FCB 2021 Plan that are equivalent to, but not more favorable than, the Section 401(k) plan options, with the exception of five investment funds available to Section 401(k) plan participants for which no comparable option is available to FCB 2021 Plan participants. The FCB 2021 Plan does not provide for FCB to make any additional or discretionary contributions to participants’ plan accounts. Mr. Nix, Mrs. Bryant, and Mr. Bristow are participants in and have previously deferred compensation under the FCB 2021 Plan. Mrs. Bryant and Mr. Nix deferred additional compensation under the FCB 2021 Plan during 2025. Mr. Holding and Mrs. Rupp are eligible to participate in the plan but have not elected to defer any compensation and do not have account balances under the plan.

  43. Nonqualified Deferred Compensation Plans

    | 50 | 2026 Annual Proxy Statement |

  44. Nonqualified Deferred Compensation Plans

    Also, prior to our merger with FCB-SC during 2014, FCB-SC maintained two unfunded, nonqualified deferred compensation plans (the “FCB-SC Plans”) in which various officers of FCB-SC were participants. In connection with that merger, FCB agreed to assume, accrue interest on (at the fixed interest rates provided for in the FCB-SC Plans), and distribute plan participants’ accounts in accordance with the terms of the plans as they existed when the merger was completed. Participants may not make any further deferrals under the FCB-SC Plans, and FCB does not make any additional or discretionary contributions to the accounts of participants in the FCB-SC Plans. Mr. Nix and Mr. Bristow each have accounts under both of the FCB-SC Plans, and a portion of the interest credited to each of their accounts for 2025 was considered to be “above market” under the SEC’s disclosure rules and is included in their amounts listed under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table and described in Footnote 5 to that table. Additional information about the above three plans, including amounts deferred during 2025 by Mrs. Bryant and Mr. Nix, deemed net investment gains credited to accounts of Mr. Nix, Mrs. Bryant, and Mr. Bristow during 2025 under the FCB 2021 Plan, interest credited to the FCB-SC Plan accounts of Mr. Nix and Mr. Bristow for 2025, and their respective year-end account balances under all three plans, is contained in this proxy statement under the caption “EXECUTIVE COMPENSATION – Nonqualified Deferred Compensation.”

  45. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  46. SUMMARY COMPENSATION TABLE

    | Name and Principal Position During 2025 | Year | Salary (2) | Bonus | Stock Awards | Non-Equity Incentive Plan Compensation (2)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings (4)(5) | All Other Compensation (6) | Total | | Frank B. Holding, Jr. (1) Chairman and Chief Executive Officer | 2025 | $1,040,000 | $-0- | $-0- | $8,696,250 | $495,600 | $15,750 | $10,247,600 | | | 2024 | 1,040,000 | -0- | -0- | 9,706,250 | 191,869 | 68,209 | 11,006,328 | | | 2023 | 1,010,000 | -0- | -0- | 8,506,875 | 429,578 | 14,850 | 9,961,303 | | Craig L. Nix Chief Financial Officer | 2025 | 725,000 | -0- | -0- | 4,290,625 | 209,709 | 15,750 | 5,241,084 | | | 2024 | 725,000 | -0- | -0- | 4,763,125 | 27,596 | 37,539 | 5,553,260 | | | 2023 | 675,000 | -0- | -0- | 4,214,688 | 197,416 | 14,850 | 5,101,954 | | Hope H. Bryant (1) Vice Chairwoman | 2025 | 725,000 | -0- | -0- | 5,200,000 | 357,450 | 48,538 | 6,330,988 | | | 2024 | 725,000 | -0- | -0- | 5,690,000 | 122,468 | 15,525 | 6,552,993 | | | 2023 | 700,000 | -0- | -0- | 4,990,000 | 337,788 | 14,850 | 6,042,638 | | Peter M. Bristow (1) President | 2025 | 725,000 | -0- | -0- | 5,200,000 | 350,900 | 15,750 | 6,291,650 | | | 2024 | 725,000 | -0- | -0- | 5,690,000 | 112,799 | 42,320 | 6,570,119 | | | 2023 | 700,000 | -0- | -0- | 5,190,000 | 322,227 | 14,850 | 6,227,077 | | Lorie K. Rupp Chief Risk Officer | 2025 | 575,000 | -0- | -0- | 2,812,500 | -0- | 31,500 | 3,419,000 | | | 2024 | 575,000 | -0- | -0- | 3,197,500 | -0- | 31,050 | 3,803,550 | | | 2023 | 550,000 | -0- | -0- | 2,853,750 | -0- | 29,700 | 3,433,450 |

  47. SUMMARY COMPENSATION TABLE

    | (1) Mr. Holding, Mrs. Bryant, and Mr. Bristow each served as a member of the Boards during each year, but they received no additional compensation for their services as directors. |

  48. SUMMARY COMPENSATION TABLE

    | (2) Salary and Non-Equity Incentive Plan Compensation amounts include the portions, if any, of each officer’s base salary and non-equity incentive plan compensation paid by FCB that were deferred at each officer’s election under our Section 401(k) plans and, in the case of Mr. Nix, Mrs. Bryant, and Mr. Bristow, under the FCB 2021 Plan, as described in the narrative discussion under the caption “Nonqualified Deferred Compensation.” |

  49. SUMMARY COMPENSATION TABLE

    | (3) Reflects the aggregate of amounts paid to NEOs for each year with respect to (i) awards under FCB’s LTIP, as described in the narrative discussion under the caption “Long-Term Incentive Plan (‘LTIP’)” and (ii) award opportunities under FCB’s MPP, as described in the narrative discussion under the caption “Merger Performance Plan (‘MPP’).” The following table reflects amounts paid to each NEO under each plan for 2025. |

  50. SUMMARY COMPENSATION TABLE

    | Plan | Frank B. Holding, Jr. | Craig L. Nix | Hope H. Bryant | Peter M. Bristow | Lorie K. Rupp | | LTIP | $7,196,250 | $3,290,625 | $4,200,000 | $4,200,000 | $2,062,500 | | MPP (SVB awards) (a) | 1,500,000 | 1,000,000 | 1,000,000 | 1,000,000 | 750,000 | | Total | $8,696,250 | $4,290,625 | $5,200,000 | $5,200,000 | $2,812,500 |

  51. SUMMARY COMPENSATION TABLE

    | (a) Reflects payments made with respect to the MPP awards for 2025 described in the Grants of Plan Based Awards table below related to the SVB Acquisition. No further award opportunities are expected to be granted with respect to the SVB Acquisition. |

  52. SUMMARY COMPENSATION TABLE

    | (4) Amounts in this column consist of two components, including: |

  53. SUMMARY COMPENSATION TABLE

    | ● | “Change in Pension Value,” which represents the net aggregate amount of the increase, if any, for each year in (i) for officers who are pension plan participants, the actuarial present value of those officers’ accumulated benefits under defined benefit pension plans, and (ii) for officers who are parties to separation from service agreements with FCB, the present value of monthly payments that would be made under those agreements to the officers in the future for a period of 10 years following their separation from service at age 65 as permitted under the agreements; and |

  54. SUMMARY COMPENSATION TABLE

    | ● | in the case of Mr. Nix and Mr. Bristow only, “Nonqualified Deferred Compensation Earnings,” which, as described in Footnote 5 below, represent amounts of interest accrued on nonqualified deferred compensation that is considered to be “above market” under the SEC’s disclosure rules. |

  55. SUMMARY COMPENSATION TABLE

    | 2026 Annual Proxy Statement | 55 |

  56. SUMMARY COMPENSATION TABLE

    “Change in Pension Value” amounts do not represent payments actually received by NEOs. As further described in the narrative discussion under the caption “Retirement Benefits and Separation from Service Payments,” each year we determine present values of benefits and future payments under the pension plans and separation from service agreements as of December 31 in order to reflect the present value of our future obligations to the NEOs under the plans and those agreements in our consolidated financial statements. Future payments are projected based on the net effect of a number of assumptions, including assumptions regarding future events (including, in the case of the pension plans, mortality assumptions), and other factors, including additional service credit, changes in amounts of compensation covered by the pension plans, and plan amendments. We discount the projected future payments to present values using a rate of interest calculated by a third party based on a theoretical portfolio of high-quality corporate bonds that would be sufficient to provide for projected payments under the pension plans and agreements. Under financial and pension accounting principles, those assumptions and the discount rates change from time to time. In general, the present value of an officer’s future payments increases as the officer grows older and the time before the commencement of those payments decreases. The present values also increase if the discount rate used in the calculation decreases from one year to the next, and they decrease if the discount rate increases. Changes in the other assumptions we use also can result in increases or decreases in present values, and the aggregate change in the present value of a participant’s plan benefits for any year is an amount based on the net effect of the various assumptions and factors and changes in the discount rate. The discount rates used for calculating the present values for each year covered in the table below were: for 2025, 5.61% for the pension plans and 4.81% for the separation from service agreements; for 2024, 5.69% for the pension plans and 5.25% for the separation from service agreements; and for 2023, 5.16% for the pension plans and 4.60% for the separation from service agreements. For 2025, aggregate present values at December 31 increased as compared to the amounts at December 31, 2024, resulting primarily from increases in amounts of compensation covered by the pension plans and a one-year decrease in the time before commencement of payments, as well as a decrease in the discount rates used in determining present values (as compared to the rates used for 2024). For 2024, aggregate present values at December 31 increased as compared to the amounts at December 31, 2023, resulting primarily from increases in amounts of compensation covered by the pension plans and a one-year decrease in the time before commencement of payments, offset somewhat by an increase in the discount rates used in determining present values (as compared to the rates used for 2023). For 2023, aggregate present values at December 31 increased as compared to the amounts at December 31 of the prior year resulting primarily from a decrease in the discount rates used in determining present values (as compared to the rates used for 2022), as well as from increases in amounts of compensation covered by the pension plans and the one-year decrease in the time remaining before the commencement of payments. Present value amounts could increase or decrease in future years if discount rates decrease or increase or there are changes in other assumptions. The separate increases or decreases for 2025, 2024, and 2023 for each NEO who participates in a pension plan and the separation from service agreements are listed in the following table. Mrs. Rupp is not a participant in a pension plan and does not have a separation from service agreement.

  57. SUMMARY COMPENSATION TABLE

    | | Frank B. Holding, Jr. | Craig L. Nix | Hope H. Bryant | Peter M. Bristow | | 2025 | | | | | | Increase (decrease) in actuarial present value of accumulated benefits under pension plan | $273,047 | $123,879 | $270,168 | $208,016 | | Increase (decrease) in present value of future monthly payments under separation from service agreements | 222,553 | 58,991 | 87,282 | 90,688 | | Aggregate increase (decrease) | $495,600 | $182,870 | $357,450 | $298,704 | | 2024 | | | | | | Increase (decrease) in actuarial present value of accumulated benefits under pension plan | $123,682 | $21,814 | $108,925 | $68,683 | | Increase (decrease) in present value of future monthly payments under separation from service agreements | 68,187 | (18,951) | 13,543 | (3,984) | | Aggregate increase (decrease) | $191,869 | $2,863 | $122,468 | $64,699 | | 2023 | | | | | | Increase (decrease) in actuarial present value of accumulated benefits under pension plan | $277,630 | $142,071 | $281,013 | $222,847 | | Increase (decrease) in present value of future monthly payments under separation from service agreements | 151,948 | 32,553 | 56,775 | 55,054 | | Aggregate increase (decrease) | $429,578 | $174,624 | $337,788 | $277,901 |

  58. SUMMARY COMPENSATION TABLE

    | (5) In addition to their “Change in Pension Value,” the amounts listed in this column of the Summary Compensation Table for 2025, 2024, and 2023 for Mr. Nix and Mr. Bristow include “Nonqualified Deferred Compensation Earnings” which represent portions of the interest accrued by FCB to their accounts each year under nonqualified deferred compensation plans it assumed from FCB-SC in 2014 that is considered to be “above market” (for Mr. Nix, $26,839, $24,733, and $22,792, respectively, and for Mr. Bristow, $52,196, $48,100, and $44,326, respectively). Those “above market” amounts equal the portions of total interest FCB credited to each officer’s accounts each year at the fixed interest rate provided for in the plans that exceed the amounts that would have been accrued at rates equal to 120% of the Internal Revenue Service’s “applicable federal rates” for the months during which the actual fixed accrual rate was set. Interest credited to their accounts that is not considered to be “above market” is not included in the table. None of our other NEOs had any “Nonqualified Deferred Compensation Earnings” for any year in the table, and none are included in their amounts listed in this column. Additional information regarding our NEOs’ participation in nonqualified deferred compensation plans during 2025 is contained in the narrative discussion under the caption “Nonqualified Deferred Compensation.” |

  59. SUMMARY COMPENSATION TABLE

    | (6) The following table describes each officer’s “Other Compensation” for 2025. |

  60. SUMMARY COMPENSATION TABLE

    | Description | Frank B. Holding, Jr. | Craig L. Nix | Hope H. Bryant | Peter M. Bristow | Lorie K. Rupp | | FCB’s matching contributions under Section 401(k) plans (a) | $15,750 | $15,750 | $15,750, | $15,750 | $21,000 | | FCB’s additional profit-sharing contributions under FCB 401(k) Plan (a) | — | — | — | — | 10,500 | | Estimates of FCB’s aggregate incremental costs related to personal benefits (b) | — | — | 32,788 | — | — | | Total Other Compensation | $15,750 | $15,750 | $48,538 | $15,750 | $31,500 |

  61. SUMMARY COMPENSATION TABLE

    | 56 | 2026 Annual Proxy Statement |

  62. SUMMARY COMPENSATION TABLE

    | (a) Mr. Holding, Mr. Nix, Mrs. Bryant, and Mr. Bristow participate in the FCB Legacy 401(k) Plan and, as a result, received FCB’s matching contributions to their accounts during 2025 but did not receive additional profit-sharing contributions. Mrs. Rupp participates in the FCB 401(k) Plan and received a profit-sharing contribution to her account for 2025 in addition to FCB’s matching contributions. The FCB Legacy 401(k) Plan and FCB 401(k) Plan are described below under the caption “Section 401(k) Plans.” |

  63. SUMMARY COMPENSATION TABLE

    | (b) From time to time our executive officers, including our NEOs, receive or may be deemed to have received various personal benefits from FCB. We believe FCB’s aggregate incremental cost associated with personal benefits provided during 2025 to each of our NEOs (other than Mrs. Bryant) did not exceed $10,000 and, for that reason, no amount for personal benefits is included for them in the table above or in the “All Other Compensation” column in the Summary Compensation Table. The incremental cost associated with personal benefits provided to Mrs. Bryant totaled $32,788 (composed of $31,816 for the installation of a new security system at her residence and $972 for maintenance and monitoring) and are included in the table above and in the “All Other Compensation” column of the Summary Compensation Table. FCB also provides each of our executive officers with group life, health, medical, and other insurance coverages for themselves and their spouses and families on the same terms as those coverages are provided to all full-time employees. The cost of that insurance is not included in the table. Additional information regarding personal benefits is contained in the discussion under the heading “COMPENSATION DISCUSSION AND ANALYSIS.” |

  64. Grants of Plan-Based Awards

    Grants of Plan-Based Awards During 2025, various plan-based award opportunities were approved for the NEOs listed in the Summary Compensation Table. Those awards are listed in the table below and are further described in the paragraphs following the table.

  65. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS

  66. GRANTS OF PLAN-BASED AWARDS

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | | Name | Grant Date | Threshold | Target | Stretch/ Maximum | | Frank B. Holding, Jr. | 01/21/2025(1) | $2,990,000 | $5,980,000 | $8,970,000 | | | 01/21/2025(2) | 500,000 | 1,000,000 | 1,500,000 | | Craig L. Nix | 01/21/2025(1) | 1,486,250 | 2,972,500 | 4,458,750 | | | 01/21/2025(2) | 333,333 | 666,667 | 1,000,000 | | Hope H. Bryant | 01/21/2025(1) | 1,721,875 | 3,443,750 | 5,165,625 | | | 01/21/2025(2) | 333,333 | 666,667 | 1,000,000 | | Peter M. Bristow | 01/21/2025(1) | 1,721,875 | 3,443,750 | 5,165,625 | | | 01/21/2025(2) | 333,333 | 666,667 | 1,000,000 | | Lorie K. Rupp | 01/21/2025(1) | 718,750 | 1,437,500 | 2,156,250 | | | 01/21/2025(2) | 250,000 | 500,000 | 750,000 |

  67. GRANTS OF PLAN-BASED AWARDS

    | (1) Awards were granted on January 21, 2025, under FCB’s LTIP for the 2025-2027 Performance Period. See “Long-Term Incentive Plan (‘LTIP’)” below. “Threshold,” “Target,” and “Stretch” amounts reflect the amounts of the LTIP awards that may be paid to each NEO at “Threshold” (i.e., minimum), “Target,” and “Stretch” (i.e., maximum) levels of performance during the Performance Period in relation to goals set by the Committee for the awards. The amounts payable at the Target level of performance (“Target Amount”) were based on percentages of the officers’ 2025 base salary rates as follows: Mr. Holding – 575%; Mr. Nix – 410%; Mrs. Bryant – 475%; Mr. Bristow – 475%; and Mrs. Rupp – 250%. At the end of the Performance Period, payments may be made to the officers equal to 50%, 100%, and 150% of their Target Amounts for performance at the Threshold, Target, and Stretch levels, respectively. If performance over the Performance Period exceeds the Threshold level but not the Target level, or exceeds the Target level but not the Stretch level, the amount earned by each NEO will be interpolated by the Committee. Stretch amounts are the maximum amounts that may be paid for the 2025-2027 Performance Period. |

  68. GRANTS OF PLAN-BASED AWARDS

    | (2) Award opportunities with respect to the SVB Acquisition were approved on January 21, 2025, for 2025 based on continued attainment of performance objectives related to that transaction, including timely integration achievement, risk management, individual performance, our overall results, and other related specific goals. See “Merger Performance Plan (‘MPP’)” below. The “Threshold,” “Target,” and “Stretch” (“Maximum”) amounts of the NEOs’ awards reflect the amounts that could be paid to them for 2025 based on the extent to which performance objectives for the awards were determined to have been satisfied at the end of the year. The awards for 2025 were paid at the Maximum level during February 2026 and are included in the aggregate amount listed for each NEO for 2025 in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table above. Those payments are separately listed in Footnote 3 to that table. No further award opportunities are expected to be granted with respect to the SVB Acquisition. |

  69. GRANTS OF PLAN-BASED AWARDS

    Long-Term Incentive Plan (“LTIP”). Under FCB’s LTIP, we reward long-term performance through cash award opportunities that may be earned based on the extent of attainment of performance goals. Eligible associates of FCB and its affiliates may be offered opportunities to earn awards stated as percentages of their base salary rates, and payable in cash. The LTIP is intended to reinforce the link between the interests of our participating associates and the interests of our company and our stockholders, and to motivate and reward participating associates for their contributions toward achieving our strategic plan’s central objective of building the long-term value of our company and our stockholders’ investments. Each year our CNG Committee considers the grant of new awards under the LTIP. Awards granted each year have provided for payments based on performance goals measured over stated periods of time (“Performance Periods”), which since inception generally have been specified as three calendar years that overlap as grants are made from year to year. As reflected in the table above, in January 2025, the Committee approved the grant of awards to our NEOs listed in the table for a new, three-year 2025-2027 Performance Period.

  70. GRANTS OF PLAN-BASED AWARDS

    | 2026 Annual Proxy Statement | 57 |

  71. GRANTS OF PLAN-BASED AWARDS

    The LTIP is administered by the CNG Committee, which selects associates to whom awards will be granted. All salaried associates who are considered to be in the “Executive Career Level,” as defined by FCB’s Career Framework, are eligible to participate in the LTIP. In general, when the Committee grants awards under the LTIP, it establishes the Performance Period during which performance will be measured, establishes one or more specific written performance objectives and specific goals for each participant and/or for each group of participants for that Performance Period, and assigns to each participant a target award (a “Target Amount”) for the Performance Period. Performance Periods may be coincident with one or more of our fiscal years, or any portions thereof. Each participant may earn a percentage set by the Committee at the time of grant (the “Award Percentage,” which may exceed or be less than 100%) of his or her Target Amount based on the extent of attainment of the performance goals established by the Committee for the relevant Performance Period. In 2026, the maximum amount of an award that may be paid under the LTIP to any one participant in any one fiscal year was increased from $10 million to $15 million, following advice from Pay Governance as to alignment in market compensation for our executive positions. As conditions to their awards, participants must agree to non-solicitation and nondisclosure obligations. The non-solicitation obligations cover the term of each participant’s employment and a period of one year after termination of employment, while the nondisclosure obligations cover all times during and after each participant’s employment with FCB. During the non-solicitation period, other than on behalf of FCB, each participant will generally be prohibited from employing or soliciting for employment any associate of FCB who was supervised by or was personally known to the participant, or soliciting the business of any customer or prospective customer with whom the participant had material contact. Subject to customary limitations, the nondisclosure provisions will require the participant to maintain the confidentiality of all FCB business information, trade secrets, and data and return all such materials in his or her possession to FCB upon termination of employment. Performance objectives under the LTIP may be based on individual, business unit/function, and/or corporate performance, or any combination thereof. If a participant’s performance goals are based on a combination of performance criteria, the Committee may weight the importance of each type of performance that applies to the participant by assigning a percentage to it. The Committee also may apply other or non-objective performance criteria for participants to the extent permitted, or not prohibited, by applicable law and regulations. The targeted levels of performance with respect to performance objectives may be established at such levels and on such terms as the Committee in its discretion may determine, including but not limited to on an absolute basis, in relation to performance in a prior Performance Period, and/or relative to one or more peer group companies or indices, or any combination thereof, and performance objectives and results may be determined without regard to extraordinary items. The Committee may adjust awards as appropriate for partial achievement of goals or other factors and may interpret and make necessary and appropriate adjustments to performance goals and the manner in which goals are evaluated. Performance objectives are required to be established by the Committee no more than 90 days after the commencement of the Performance Period to which the objectives relate and before 25% of the relevant Performance Period has elapsed. As soon as practicable after the end of a Performance Period, the Committee will determine whether performance goals for the period were met and, if so, at what level of achievement, under specific formulae established for the period. If performance goals are met, the Committee will determine the amount of each participant’s Target Amount that has been earned and will be paid. The Committee has unilateral discretion to reduce or eliminate the amount of an award, including an award otherwise earned and payable under the LTIP. The Committee has discretion to determine whether awards will be paid or forfeited in the event of a participant’s termination of employment before the end of a Performance Period or prior to payment of the awards. If a participant dies, retires, becomes disabled, is assigned to a different position, is granted a leave of absence, or another similar event occurs, or if the participant’s employment is otherwise terminated (except for cause) by us during a Performance Period, a pro rata share of the participant’s award based on the period of actual participation may be paid to the participant, at the Committee’s discretion, after the end of the Performance Period if and to the extent that it would have become earned and payable had the participant’s employment status not changed. FCB’s Board may amend, discontinue, or terminate the LTIP in whole or in part at any time, subject to stockholder approval of any amendments if required by applicable laws, rules, or regulations and to participant consent if any such action may adversely affect any award earned and payable under the LTIP at that time. However, the Committee has unilateral authority to amend the LTIP and any award (without participant consent) to the extent necessary to comply with applicable laws, rules, or regulations, or changes to applicable laws, rules, or regulations, as well as to reduce or eliminate an award. The Committee also may adjust or modify the terms of awards, performance objectives, or performance calculations (i) in the event of a large, special, and non-recurring dividend or distribution, or a recapitalization, reorganization, merger, consolidation, spin-off, combination, repurchase, share exchange, forward or reverse split, stock dividend, liquidation, dissolution, or other similar corporate or strategic transactions, or in recognition of any other unusual or nonrecurring event or extraordinary item affecting us or our financial statements, or (ii) in response to changes in applicable laws and regulations,

  72. GRANTS OF PLAN-BASED AWARDS

    | 58 | 2026 Annual Proxy Statement |

  73. GRANTS OF PLAN-BASED AWARDS

    accounting principles, and tax rates, or changes in business conditions, or the Committee’s assessment of our business strategy. In addition, the Committee’s authority to grant awards and authorize payments under the LTIP does not restrict its authority, and the Board reserves the right, to grant compensation under other compensation plans or programs, grant discretionary bonuses, or otherwise pay compensation, to any officers and associates. As described under the caption “COMPENSATION DISCUSSION AND ANALYSIS — Incentive-Based Compensation Clawback Policies,” payments of awards under the LTIP are subject to our clawback policies. Under the awards granted in January 2025 that are listed in the table above, a percentage of the Target Amount of each award could be earned at the end of its Performance Period based on the extent to which we have attained performance goals set for the awards. As has been the case with all previous awards, the performance goals for the awards were based on cumulative annual growth in the tangible book value per share (“TBV”) of our common stock, plus dividends per common share (“D”) paid each year over the 2025-2027 Performance Period that applies to the awards (the “TBV+D Growth Rate”). The Committee believes growth in TBV is a key driver of long-term value. As a result, the Committee believes that using growth in TBV as the primary component of the performance goals for our LTIP is consistent with our focus on long-term objectives and our emphasis on financial stability and growth in stockholder value. The Committee believes those objectives are factors that have contributed to our financial success over the years. The Committee set the same Threshold, Target, and Stretch TBV+D Growth Rate goals of 12%, 30% and 48%, respectively, as had been set for awards beginning in 2022. Our tangible book value per share on each measurement date is the amount equal to our total assets, minus our intangible assets, minus our liabilities, divided by the total outstanding shares of both classes of our common stock. The TBV+D Growth Rate is determined according to the following formula for each year within the Performance Period and then cumulated: TBV at the end of the year, minus TBV at the beginning of the year, plus dividends paid on our common stock during the year, divided by TBV at the beginning of the year, subject to adjustments the Committee has discretion to make in order to eliminate, or to spread over several years, the effect of strategic decisions made by the Board during a Performance Period, such as bargain purchase gains and other merger or acquisition related items, and share repurchases and other items that may have an immediate impact on TBV but which are believed will be beneficial to stockholders in future years. The Threshold, Target, and Stretch performance levels set by the Committee for the awards granted in 2025 would result in the same Award Percentages of 50%, 100%, and 150%, respectively, as had been set for awards beginning in 2022. In the Grants of Plan-Based Awards table above, the dollar amounts reflect the amounts that could be earned and paid at each performance level set by the Committee. On December 31, 2025, the 2023-2025 Performance Period ended for awards granted during 2023, and during February 2026 payments were made to participants in the LTIP with respect to those three-year awards. The Threshold, Target, and Stretch performance levels set by the Committee during 2023 for those awards were TBV+D Growth Rates of 12.0%, 30.0%, and 48.0%, respectively. After making adjustments to, among other things, eliminate the significant net positive effects on tangible book value of the SVB Acquisition during 2023 (which alone may have maximized awards under the LTIP), and to continue spreading over three years the impacts of share repurchases and of intangible assets related to other acquisitions in prior years, which adjustments, in the aggregate, reduced the TBV+D Growth Rate, the Committee determined that our TBV+D Growth Rate, as so adjusted, for the 2023-2025 Performance Period exceeded the Stretch performance level of 48.0%, and it approved payments to LTIP participants, including our NEOs, at the Maximum Award Percentage of 150% of the Target Amounts of the awards. The amounts of those payments made to our NEOs for 2025 are included in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table and are separately listed in Footnote 3 to that table. Information regarding all outstanding awards under the plan currently held by our NEOs is contained in the discussion under the caption “COMPENSATION DISCUSSION AND ANALYSIS — Cash Compensation.” Merger Performance Plan (“MPP”). Following merger or acquisition activity, we may utilize the MPP to motivate and reward associates who have significant involvement in and responsibility for post-acquisition processes by offering cash incentives that are dependent on the realization of benefits of these transactions to our company and stockholders. Under the plan, eligible executives and other associates of FCB and its affiliates may be offered opportunities to earn awards payable in cash based upon attainment of performance objectives related to our mergers and acquisitions. The MPP helps reward and motivate associates based on merger and acquisition activity since the significant net positive effect on TBV from that activity may be eliminated from consideration in determining the realization of performance levels under the LTIP. The MPP is administered by the CNG Committee. The plan authorizes the Committee to select associates as participants for whom awards will be approved, set the amounts of the awards, performance objectives, and other terms and conditions of each award, and specify the period during which achievement of performance objectives will be measured. Executive career level and other associates who play a key role in merger and acquisition planning and integration processes are eligible to participate in the MPP. The CNG Committee, in its discretion, may delegate all or part of its authorities under the plan to one or more directors and/or officers; provided, however, that it

  74. GRANTS OF PLAN-BASED AWARDS

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  75. GRANTS OF PLAN-BASED AWARDS

    may not delegate its responsibility to make awards to executive officers. The Committee is authorized to establish, suspend, or waive any rules for the administration, interpretation, and application of the MPP and make any determination, and take any other action, that it considers necessary or desirable for the administration of the plan. Performance objectives under the MPP may be tied to one or more of the following: timely achievement of stabilization, integration, or optimization milestones, realization of merger or acquisition cost savings and synergies, risk management, individual performance, or other related specific objectives as assigned, which may include company performance. Where performance objectives are based on company and individual performance, the Committee may weight the importance of each type of performance that applies to the participant by assigning a percentage to it. Following the end of the period covered by each award, the Committee will determine the extent to which performance objectives for that period have been achieved and the amount, if any, of the participants’ awards that will be paid. Amounts of awards, which may be set as single “Target” amounts, or tiered as “Threshold,” “Target,” and “Maximum” amounts, reflect the amounts that may be paid to participants based on the extent to which performance objectives set by the Committee are determined to have been satisfied at the end of the period covered by the awards. The Committee may reduce or eliminate the amount of an award by applying negative discretion, including to an award that would otherwise be earned and payable under the terms of the plan. Award payments are made in cash in a lump sum, less required withholdings, and payment to a participant will be conditioned on his or her continued active employment on the payment date, subject to certain exceptions specified in the plan. The maximum amount that may be paid under the MPP to any one participant in any fiscal year may not exceed $5 million. As described under the caption “COMPENSATION DISCUSSION AND ANALYSIS — Incentive-Based Compensation Clawback Policies,” payments of awards under the MPP are subject to our clawback policies. In January 2025, the Committee approved MPP award opportunities for 2025 with respect to the SVB Acquisition to each of our NEOs listed in the Grants of Plan-Based Awards table above. The performance objectives included timely integration achievement, risk management, individual performance, our overall results, and other related specific goals, and were intended to be challenging, but achievable at the “Threshold” level, with increasing difficulty at the “Target” and “Maximum” levels. The table lists the amounts that could be earned and paid under each award based on attainment of performance objectives. In January 2026, the Committee assessed achievement of performance objectives with respect to the 2025 MPP awards and approved payment to each of our NEOs at the Maximum level. The amounts of those payments made to our NEOs for 2025 are included in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table and are separately listed in Footnote 3 to that table. The Committee approved no new NEO performance award opportunities for 2026 under the MPP, but it remains available should the Committee determine in the future to provide award opportunities in connection with merger or acquisition activity. No further award opportunities are expected to be granted with respect to the SVB Acquisition.

  76. PENSION BENEFITS

    PENSION BENEFITS

  77. AND SEPARATION FROM SERVICE AGREEMENTS

    AND SEPARATION FROM SERVICE AGREEMENTS

  78. AND SEPARATION FROM SERVICE AGREEMENTS

    | Name | Plan Name (1) | Number of Years Credited Service (2) | Present Value of Accumulated Benefit (3)(4) | Payments During Last Fiscal Year | | Frank B. Holding, Jr. | Pension plan | 40 | $2,205,560 | $-0- | | | Separation from service agreement | N/A | 2,992,460 | -0- | | Craig L. Nix | Pension plan | 26 | 865,727 | -0- | | | Separation from service agreement | N/A | 515,116 | -0- | | Hope H. Bryant | Pension plan | 39 | 2,137,734 | -0- | | | Separation from service agreement | N/A | 1,074,515 | -0- | | Peter M. Bristow | Pension plan | 34 | 1,580,930 | -0- | | | Separation from service agreement | N/A | 976,722 | -0- |

  79. AND SEPARATION FROM SERVICE AGREEMENTS

    | (1) Mr. Holding and Mrs. Bryant are participants in and entitled to benefits under FCB’s pension plan, and they are parties to separation from service agreements with FCB. Mr. Nix and Mr. Bristow are participants in and entitled to benefits under the pension plan previously provided by FCB-SC which FCB continues to maintain and administer to provide benefits to the former officers and associates of FCB-SC who are participants in that plan, and they are parties to separation from service agreements that were assumed by FCB from FCB-SC. |

  80. AND SEPARATION FROM SERVICE AGREEMENTS

    | (2) Years of credited service are as of December 31, 2025 and are limited to the maximum provided under the pension plans. Payments under the separation from service agreements are not determined on the basis of years of credited service. |

  81. AND SEPARATION FROM SERVICE AGREEMENTS

    | (3) The amounts shown for the pension plans reflect the actuarial present value of each officer’s accumulated benefit as of December 31, 2025. Those amounts were determined using the same interest rate and mortality rate assumptions as were used for purposes of calculating the present value of our liability for future pension plan benefits in our consolidated financial statements. We used a discount rate of 5.61%, and we assumed that each officer would remain an active associate until, and will retire at, normal retirement age under the plans (65), and that each officer will elect to receive benefits based on a single life annuity. No pre-retirement decrements were applied. |

  82. AND SEPARATION FROM SERVICE AGREEMENTS

    | (4) The amounts shown for the separation from service agreements reflect the present values, as of December 31, 2025, of future payments to be made to the officers under their respective agreements. Those amounts were determined using the same assumptions as were used for purposes of calculating the present value of our liability for future payments under the agreements in our consolidated financial statements. We used a discount rate of 4.81% and the monthly payment amounts called for by each officer’s agreement (as in effect on December 31, 2025) that would be made to him or her (or his or her beneficiary) in the future over the ten-year payment term that begins six months and one week following separation from service at age 65 as permitted under the agreements. In calculating those amounts, we assumed that each officer will remain an active associate until, and the officer’s payments will begin after, age 65. As described in the discussion of these agreements under the heading “COMPENSATION DISCUSSION AND ANALYSIS,” amounts of payments generally were calculated as a percentage of the officers’ base salaries at the time their agreements were approved. The monthly payment amounts provided for under the NEOs’ agreements are as follows: Mr. Holding - $33,056; Mr. Nix - $9,240; Mrs. Bryant - $12,875; and Mr. Bristow - $13,451. |

  83. AND SEPARATION FROM SERVICE AGREEMENTS

    The pension plans, Section 401(k) plans and separation from service agreements are described below, and further information about them is provided in the discussion under the heading “COMPENSATION DISCUSSION AND ANALYSIS.” Pension Plans. FCB’s qualified defined benefit pension plans include its original plan and the plan previously provided by FCB-SC for its associates which FCB continues to maintain and administer to provide pension benefits for FCB-SC’s former officers and associates who are participants in that plan. FCB’s plans also include the qualified pension plan previously provided by CIT which FCB continues to maintain to provide pension benefits to CIT’s former officers and associates who are participants in that plan. None of our NEOs participate in the CIT pension plan, and Mrs. Rupp is not a participant in any of the pension plans. The terms of FCB’s and FCB-SC’s plans are very similar. Each plan is a non-contributory final average pay plan. Monthly retirement benefits under the pension plans are computed as straight life annuities beginning at age 65 and are not subject to deductions for Social Security benefits or any other offset amounts. Normal retirement age under the plans is the later of age 65 or completion of five years of service. Under FCB’s plan, early retirement is permitted for participants who have reached age 50 with at least 20 years of service, or age 55 with at least 15 years of service, while under FCB-SC’s plan participants qualify for early retirement when they reach age 50 with at least 15 years of service, or age 55 with at least 10 years of service. As described under the heading “COMPENSATION DISCUSSION AND ANALYSIS,” participants in FCB’s and FCB-SC’s pension plans include only those eligible associates who were hired on or before specified dates during 2007 when FCB and FCB-SC restructured their respective pension plans and Section 401(k) plans. Participants in each of the pension plans on those dates could choose to continue to participate in their respective pension plan and “legacy” Section 401(k) plan, or they could choose to participate in an “enhanced”

  84. AND SEPARATION FROM SERVICE AGREEMENTS

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  85. AND SEPARATION FROM SERVICE AGREEMENTS

    Section 401(k) plan. If they chose the enhanced Section 401(k) plan, they would continue to be participants in their pension plan, but their accrued pension plan benefit service was frozen and no further benefits would accrue (although under FCB’s pension plan participants receive credit for increases in compensation even if plan benefit service credit is frozen). Under both pension plans, a participant’s benefit is based on his or her:

  86. AND SEPARATION FROM SERVICE AGREEMENTS

    | ● | “average monthly compensation,” which is the participant’s highest average monthly pensionable compensation for any five consecutive plan years of service within the last 10 completed years of service prior to retirement; |

  87. AND SEPARATION FROM SERVICE AGREEMENTS

    | ● | in the case of participants who chose to continue in the pension plans and legacy Section 401(k) plans, years of “creditable service,” which is the number of calendar years in which the participant completes 1,000 or more hours of service (and which, in the case of participants who elected to participate in the enhanced Section 401(k) plans, was frozen at the time of their election); and |

  88. AND SEPARATION FROM SERVICE AGREEMENTS

    | ● | “covered compensation,” which is the average of the participant’s Social Security taxable wage base for each year during the 35-year period ending with the year in which the associate attains Social Security retirement age. |

  89. AND SEPARATION FROM SERVICE AGREEMENTS

    We do not grant extra years of service to participants under either pension plan for purposes of calculating benefits. A participant’s annual compensation covered by the plans includes base salary, overtime, any regular bonuses, and LTIP and MPP award payments. However, under the Internal Revenue Service’s regulations, during 2025 the maximum amount of covered compensation that could be considered in determining a retiring participant’s benefit was $350,000. A participant’s normal monthly benefit amount following retirement will be equal to:

  90. AND SEPARATION FROM SERVICE AGREEMENTS

    | ● | 1.2% of average monthly compensation multiplied by total plan years of creditable service, not to exceed 35 years if hired on or after January 1, 2005, or 40 years if hired before that date; plus |

  91. AND SEPARATION FROM SERVICE AGREEMENTS

    | ● | 0.65% of average monthly compensation in excess of one-twelfth of covered compensation multiplied by total plan years of creditable service, not to exceed 35 years. |

  92. AND SEPARATION FROM SERVICE AGREEMENTS

    The maximum annual benefit that could be paid to a participant retiring under either plan during 2025 was $280,000. Participants may elect to receive retirement benefits in a joint and survivor annuity rather than a single life annuity. In those cases, the amount of the annual retirement benefit will be actuarially reduced. In cases of early retirement, a participant’s annual retirement benefit is actuarially reduced by 5.0% for each year of the first 12 years, and 3.0% for each of the next three years, by which the starting date of the early retirement benefit precedes the participant’s normal retirement date, unless the participant elects to defer receipt of benefits until he or she reaches age 65. In the case of participants whose employment continues after age 65, the annual retirement benefit calculated at normal retirement date, as well as the maximum permitted benefit amount, is actuarially increased to reflect the continuing accrual of benefits during their extended employment and the projected reduction in the number of their benefit payments. On December 31, 2025, Mr. Holding, Mr. Nix, Mrs. Bryant, and Mr. Bristow were eligible for early retirement under the pension plans. Nonqualified Separation from Service Agreements. Under the separation from service agreements between FCB and certain executive officers, including Mr. Holding and Mrs. Bryant, payments will be made to each officer for a period of 10 years following a separation from service that occurs no earlier than an agreed-upon age. Mr. Nix and Mr. Bristow are parties to substantially similar agreements, which were originally entered into between them and FCB-SC and assumed by FCB. Mrs. Rupp is not a party to a separation from service agreement. The benefits provided under the agreements with Mr. Holding and Mrs. Bryant vest at age 65 (or an earlier agreed-upon age), and payments will be made following their separation from service on or after the vesting date. Under the agreements with Mr. Nix and Mr. Bristow, payments will be made following a qualifying retirement that occurs no later than the month in which they reach age 65 or such other retirement as shall be agreed upon. However, no payments are made under any of the agreements until there is a separation from service. In return for payments under the agreements, each officer is obligated to provide consultation services to, and not to compete against, FCB during the payment period. Payments under each agreement begin six months and one week following separation from service. If an officer dies prior to vesting or qualifying retirement, or during the payment period following separation from service, the payments under his or her agreement will be made to the officer’s designated beneficiary or estate. Except in the case of death, there are no automatic early vesting or payment rights, and FCB may terminate an officer’s agreement with unvested benefits at any time prior to his or her separation from service. If an officer’s

  93. AND SEPARATION FROM SERVICE AGREEMENTS

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  94. AND SEPARATION FROM SERVICE AGREEMENTS

    agreement is terminated, or the officer’s employment terminates before vesting or qualifying retirement for any reason other than death, all rights under his or her agreement will be forfeited. However, based on facts and circumstances, at the time of a separation from service our CNG Committee may recommend, and FCB’s Board may approve, an immediate vesting of an officer’s rights or payment of benefits under his or her agreement. The agreements do not include any change in control or “golden parachute” provisions or provide for any non-cash benefits. No new agreements have been entered into since 2014 when our LTIP was approved and awards under it were first granted, and no new agreements currently are contemplated. Amounts of payments provided for in the current agreements with Mr. Holding, Mr. Nix, Mrs. Bryant, and Mr. Bristow are described in the footnotes to the Pension Benefits and Separation from Service Agreements table above. Section 401(k) Plans. As described in the discussion under the heading “COMPENSATION DISCUSSION AND ANALYSIS,” both of our Section 401(k) plans are qualified defined contribution plans that provide vehicles for associates to voluntarily defer a pre-tax and/or post-tax portion of their compensation for retirement and receive an employer matching contribution on a portion of their voluntary deferrals and, under one of the plans, additional profit-sharing contributions to their accounts. Our associates are participants in one of the two Section 401(k) plans, depending on when they were first employed and, if they were first employed before we restructured our pension plans and Section 401(k) plans during 2007, depending on elections they made at that time. Associates first hired prior to the plan restructuring (and not rehired on or after January 1, 2015) who chose to continue to participate in their respective pension plan and “legacy” Section 401(k) plan are eligible to make deferrals and receive employer matching contributions under the FCB Legacy 401(k) Plan. Associates first hired prior to the plan restructuring who elected to participate in an “enhanced” Section 401(k) plan, and associates first hired after the plan restructuring or rehired on or after January 1, 2015 (including former CIT and SVB associates), may only participate in the FCB 401(k) Plan. The maximum 2025 voluntary deferral under either plan was $23,500 for a participant under the age of 50, and $31,000 for a participant age 50 or older. Under the FCB Legacy 401(k) Plan, FCB matches participants’ deferrals in an amount equal to 100% of the first 3%, and 50% of the next 3%, of the participant’s compensation that he or she defers, up to and including a maximum matching contribution of 4.5% of the participant’s eligible compensation, but not more than $15,750 for 2025. Under the FCB 401(k) Plan, FCB matches participants’ deferrals in an amount equal to 100% of the first 6% of the participant’s eligible compensation that he or she defers. In addition, following the close of each plan year, FCB may make a discretionary profit-sharing contribution under the FCB 401(k) Plan to each eligible participant’s account, without regard to the amount of the participant’s deferrals. FCB made a profit-sharing contribution for 2025 equal to 3% of each participant’s eligible compensation. During 2025 the maximum matching contribution under the FCB 401(k) Plan was $21,000, and the maximum profit-sharing contribution was $10,500. Each associate’s voluntary deferrals, together with all employer contributions to his or her account, are invested in one or more investment vehicles selected by the associate from a menu of publicly traded mutual funds and other investment options made available to participants by FCB. FCB’s Section 401(k) plan contributions during 2025 for the accounts of our NEOs are included in the “All Other Compensation” column of the Summary Compensation Table and are listed for each officer in Footnote 6 to that table. Mr. Holding, Mr. Nix, Mrs. Bryant, and Mr. Bristow are participants in the FCB Legacy 401(k) Plan, so they did not receive the profit-sharing contributions that were made for 2025 to the accounts of participants in the FCB 401(k) Plan. Mrs. Rupp participates in the FCB 401(k) Plan and for 2025 received matching and profit-sharing contributions to her account.

  95. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation We maintain an unfunded, nonqualified deferred compensation plan, or the “FCB 2021 Plan.” The purpose of the FCB 2021 Plan is to permit management and other highly compensated associates of FCB and its participating affiliates to save for retirement and other long-term financial goals on a tax-deferred basis by electing annually to defer receipt of up to 80% of their base salaries and LTIP award payments, in excess of amounts they could defer through their voluntary contributions to our Section 401(k) plans. The FCB 2021 Plan does not provide for FCB to make any additional or discretionary contributions to participants’ plan accounts. Mr. Nix, Mrs. Bryant, and Mr. Bristow were participants in the FCB 2021 Plan during 2025. Mr. Holding and Mrs. Rupp are eligible to participate in the plan but have not elected to defer any compensation. Also, prior to our merger with FCB-SC during 2014, FCB-SC maintained two unfunded, nonqualified deferred compensation plans, or the “FCB-SC Plans,” in which various officers of FCB-SC were participants. In connection with that merger, FCB agreed to assume, accrue interest on (at the fixed interest rates provided for in the FCB-SC Plans), and distribute plan participants’ accounts in accordance with the terms of the plans as they existed when the merger was completed. Participants may not make any further deferrals under the FCB-SC Plans, and FCB does not make any additional or discretionary contributions to the accounts of participants in the FCB-SC Plans. Mr. Nix and Mr. Bristow have accounts under both FCB-SC Plans.

  96. Nonqualified Deferred Compensation

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  97. Nonqualified Deferred Compensation

    The following table provides information regarding accounts under the FCB 2021 Plan and the two FCB-SC Plans of our NEOs who were participants in those plans during 2025.

  98. NONQUALIFIED DEFERRED COMPENSATION

    NONQUALIFIED DEFERRED COMPENSATION

  99. NONQUALIFIED DEFERRED COMPENSATION

    | Name | Plan Name | Executive Contributions in Last Fiscal Year (2) | Our Contributions in Last Fiscal Year (3) | Aggregate Earnings/ (Loss) in Last Fiscal Year | Aggregate Withdrawals/ Distributions | Aggregate Balance at Last Fiscal Year End (6) | | Craig L. Nix | FCB 2021 Nonqualified Deferred Compensation Plan | $164,531 | $-0- | $184,647(4) | $-0- | $1,347,096 | | | FCB-SC Deferred Compensation Plan (1) | -0- | -0- | 12,782(5) | -0- | 162,890 | | | FCB-SC 409A Deferred Compensation Plan (1) | -0- | -0- | 69,630(5) | -0- | 887,335 | | Hope H. Bryant | FCB 2021 Nonqualified Deferred Compensation Plan | 775,000 | -0- | 348,126(4) | -0- | 2,949,086 | | Peter M. Bristow | FCB 2021 Nonqualified Deferred Compensation Plan | -0- | -0- | 158,911(4) | -0- | 2,028,143 | | | FCB-SC Deferred Compensation Plan (1) | -0- | -0- | 53,000(5) | -0- | 675,405 | | | FCB-SC 409A Deferred Compensation Plan (1) | -0- | -0- | 129,109(5) | -0- | 1,645,303 |

  100. NONQUALIFIED DEFERRED COMPENSATION

    | (1) The FCB-SC Deferred Compensation Plan was replaced by the FCB-SC 409A Deferred Compensation Plan in 2004. |

  101. NONQUALIFIED DEFERRED COMPENSATION

    | (2) No additional deferrals may be made by Mr. Nix or Mr. Bristow under either FCB-SC Plan. |

  102. NONQUALIFIED DEFERRED COMPENSATION

    | (3) No contributions are made by FCB to officers’ accounts under the FCB 2021 Plan. Although each of the FCB-SC Plans permitted employer contributions, FCB-SC did not make contributions to Mr. Nix’s and Mr. Bristow’s plan accounts, and FCB has not made, and in the future will not make, any contributions to their accounts. |

  103. NONQUALIFIED DEFERRED COMPENSATION

    | (4) The listed amounts of aggregate earnings under the FCB 2021 Plan reflect net amounts accrued by FCB to the named NEOs’ respective accounts for 2025, as measured by the deemed net investment income that would have accrued to their accounts if their account balances had actually been invested during 2025 in the publicly traded mutual funds or other deemed investment options elected by the officers from among those available to participants under the plan. Many of those hypothetical investment options are identical to the investment options offered to participants in FCB’s Section 401(k) plans. However, certain investment funds that are available to Section 401(k) plan participants are not options hypothetically available to FCB 2021 Plan participants because those investment funds are only available for the investment of assets held in employer-sponsored ERISA retirement plans, or because they are not available to plans that have smaller aggregate amounts of assets. In the case of those Section 401(k) plan investment options, similar investment fund options are offered to participants in the FCB 2021 Plan that are equivalent to, but not more favorable than, the Section 401(k) plan options, with the exception of five investment funds available to Section 401(k) plan participants for which no comparable option is available to FCB 2021 Plan participants. Because the investment options available to FCB 2021 Plan participants are not more favorable than the options available to Section 401(k) plan participants, no deemed investment earnings credited by FCB to our NEOs’ accounts for 2025 under the FCB 2021 Plan are considered to be “above market” or are included in the Summary Compensation Table as compensation received by them for that year. |

  104. NONQUALIFIED DEFERRED COMPENSATION

    | (5) The listed amounts of aggregate earnings for Mr. Nix’s and Mr. Bristow’s accounts under the FCB-SC Plans reflect interest accrued by FCB for 2025 to their respective separate accounts under those plans. Of those amounts, an aggregate of $26,839 for Mr. Nix and $52,196 for Mr. Bristow is considered to be “above market” and is included in their respective amounts listed in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table as compensation received by them for 2025. Those “above-market” amounts reflect the portions of total interest FCB accrued to their accounts during 2025 that exceed the amounts that would have been accrued at a rate equal to 120% of the “applicable federal rates,” as set by the Internal Revenue Service, in effect at the time the fixed rate at which interest actually is accrued on each account was set. |

  105. NONQUALIFIED DEFERRED COMPENSATION

    | (6) The listed amounts reflect the aggregate balances credited to the officers’ accounts under each plan at December 31, 2025. |

  106. NONQUALIFIED DEFERRED COMPENSATION

    | (a) Of the amount of executive contributions and aggregate earnings (or loss) credited to each officer’s account under each plan in which he or she was a participant, the following amounts are reported in the Summary Compensation Table as compensation received by the officer for 2025: FCB 2021 Plan: Mr. Nix - $0, Mrs. Bryant - $145,000, and Mr. Bristow - $0; FCB-SC Deferred Compensation Plan: Mr. Nix - $3,936, and Mr. Bristow - $9,729; and FCB-SC 409A Deferred Compensation Plan: Mr. Nix - $22,903 and Mr. Bristow - $42,467. |

  107. NONQUALIFIED DEFERRED COMPENSATION

    | (b) Of the amounts of each officer’s year-end account balance under each plan, the following aggregate amounts have been reported as compensation received by the officer in the Summary Compensation Tables contained in our proxy statements for years prior to 2025: FCB 2021 Plan: Mr. Nix - $1,059,226, Mrs. Bryant - $2,150,740, and Mr. Bristow - $1,703,858; FCB-SC Deferred Compensation Plan: Mr. Nix - $26,306, and Mr. Bristow - $65,073; and FCB-SC 409A Deferred Compensation Plan: Mr. Nix - $165,539, and Mr. Bristow - $299,410. |

  108. NONQUALIFIED DEFERRED COMPENSATION

    FCB 2021 Nonqualified Deferred Compensation Plan. Amounts deferred by each participant under the FCB 2021 Plan are credited to a book-entry account and represent an unfunded, unsecured obligation of FCB to the participant. Each participant’s account is increased or decreased by FCB to reflect gains or losses the participant’s account would have realized or incurred if it had been invested in one or more deemed investment options selected by the participant from a menu of publicly traded mutual funds or other investment vehicles determined from time to time by FCB. Participants may change their investment option elections at any time. The deemed investment options are used for measurement purposes only and amounts deferred by participants do not represent any actual investments made on their behalf. FCB’s payment obligation to each participant at any time is equal to the amount of the participant’s own elective deferrals to

  109. NONQUALIFIED DEFERRED COMPENSATION

    | 64 | 2026 Annual Proxy Statement |

  110. NONQUALIFIED DEFERRED COMPENSATION

    the FCB 2021 Plan, as adjusted for the hypothetical gains or losses on the participant’s account based on the participant’s deemed investment option elections. Each participant is fully vested at all times in all amounts credited to his or her account under the FCB 2021 Plan. Distributions of a participant’s FCB 2021 Plan account will be made following a “triggering event,” which will be the participant’s separation of service, death, disability, or certain limited unforeseeable emergencies. Distributions will generally be paid in a single lump sum unless the participant elects, upon commencing his or her participation in the plan, to receive distributions in annual installments over five, 10, or 15 years. Payments to participants under the FCB 2021 Plan will be made, or will commence, within 90 days following January 31 of the calendar year immediately following the year in which their triggering events occur. The FCB 2021 Plan is designed to comply with Section 409A of the Internal Revenue Code of 1986 (“Section 409A”) and all distributions will be made in accordance with Section 409A. FCB may generally amend or terminate the FCB 2021 Plan at any time, provided that any such action complies with the requirements of Section 409A and will not reduce a participant’s plan account balance. A Rabbi Trust has been established by FCB for purposes of holding assets necessary to fund distributions payable under the FCB 2021 Plan. However, FCB 2021 Plan participants (and their beneficiaries) at all times have the same status as general, unsecured creditors of FCB. FCB-SC Deferred Compensation Plans. The two FCB-SC Plans include FCB-SC’s original Deferred Compensation Plan, which was frozen effective December 31, 2004, and a new 409A Deferred Compensation Plan that replaced the frozen plan. The terms of the FCB-SC Plans continue to govern the accounts of participants as they existed when FCB assumed the plans. Each of the FCB-SC Plans permitted participants to defer up to 10% of their “compensation” (as defined in the plans) each year. Deferred amounts were credited to unfunded accounts on FCB-SC’s books, and interest was accrued on the accounts at a fixed or floating rate, as elected by the participants when they first became participants. Mr. Nix’s and Mr. Bristow’s accounts under both plans accrue interest at the 8.20% fixed contract rate that was provided for by each plan at the time they became participants. Participants’ FCB-SC Plan accounts will be paid out upon their retirement, and participants could elect to be paid in a lump sum or in an annuity of five, 10, 15, or 20 years. If a participant dies before or after payments commence, payments will be made to the participant’s designated beneficiary in the manner elected by the participant, or if no election was made, in a lump-sum payment. If a participant terminates employment for reasons other than retirement, the participant’s plan accounts will be paid in a lump sum. In the event of an unforeseen emergency, at a participant’s request a distribution of all or part of the participant’s accounts may be made at the discretion of the plan administrator, subject to applicable law. FCB-SC Plan participants (and their beneficiaries) at all times have the same status as general, unsecured creditors of FCB.

  111. Potential Payments upon Termination of Employment

    Potential Payments upon Termination of Employment The only contracts, agreements, plans, or arrangements under which payments or other benefits will be made or provided to any of our NEOs in connection with a termination of their employment or a change in their responsibilities are:

  112. Potential Payments upon Termination of Employment

    | ● | FCB’s qualified pension plans and Section 401(k) plans; |

  113. Potential Payments upon Termination of Employment

    | ● | the FCB 2021 Plan and the two FCB-SC Plans; |

  114. Potential Payments upon Termination of Employment

    | ● | the separation from service agreements under which payments will be made following an officer’s separation from service after a specified age or upon a qualifying retirement or his or her earlier death while still employed; |

  115. Potential Payments upon Termination of Employment

    | ● | provisions of FCB’s LTIP and MPP under which, if a participant dies, retires, becomes disabled, or if the participant’s employment is terminated by FCB other than for cause, before a previously granted award becomes payable, a pro rata share of the award may be paid, at the Committee’s discretion, after the end of the period covered by the award if and to the extent that the award would have become earned and payable had the participant’s employment status not changed; and |

  116. Potential Payments upon Termination of Employment

    | ● | FCB’s group insurance plans under which disability and death benefits are provided to all of our and FCB’s eligible officers and associates. |

  117. Potential Payments upon Termination of Employment

    Payments and benefits for our NEOs under the pension plans, Section 401(k) plans, separation from service agreements, LTIP and MPP, and nonqualified deferred compensation plans, are described in the discussions above. An associate’s death benefit under FCB’s group life insurance plan equals one times the associate’s base annual earnings, up to a maximum benefit of $1,000,000. There are no agreements with any of our NEOs under which payments would be made as a result of a change in control of our company or FCB or any other severance arrangements under which payments would be made to them upon a termination of their employment.

  118. Potential Payments upon Termination of Employment

    | 2026 Annual Proxy Statement | 65 |

  119. Pay Ratio

    Pay Ratio In accordance with the requirements of Schedule 14A of the Exchange Act, and Item 402(u) of the SEC’s Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our associates (i.e., our employees) to the annual total compensation of our Chairman and Chief Executive Officer, Frank B. Holding, Jr. (our “CEO”). For 2025:

  120. Pay Ratio

    | ● | the annual total compensation of our “median associate” was $125,819, and |

  121. Pay Ratio

    | ● | our CEO’s annual total compensation, as reported in the “Total” column of the Summary Compensation Table included in this proxy statement, was $10,247,600. |

  122. Pay Ratio

    Based on this information, for 2025 the ratio of the annual total compensation of our CEO to the annual total compensation of our median associate was 81:1. This “pay ratio” is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. For 2025, we reviewed our associate population and compensation arrangements for our associates and, with the addition of 1,096 associates in India (6.2% of our total population), we concluded that there had been a change during 2025 in our associate population or associate compensation arrangements that we believed would result in a significant change to our pay ratio disclosure. As a result, we selected a new median associate as of October 24, 2025 for our 2025 pay ratio disclosure. The determination date was changed slightly from when we last selected a median associate in 2023 due to differences in payroll cycles. As of that date, our associate population consisted of 17,669 U.S. and non-U.S. associates, including permanent full-time and part-time associates and temporary and seasonal associates, but excluding our CEO and our contract workers. Of that number, we had 1,115 non-U.S. associates, including 1,096 in India, 13 in Canada, four in Ireland, and two in Mexico. We excluded the total of 19 associates in Canada, Ireland, and Mexico and included the 1,096 in India. From our remaining population of 17,650 associates, we identified our median associate using a consistently applied compensation measure described below, which is the same measure we used to identify our previous median associate.

  123. Pay Ratio

    | ● | We compared the aggregate amounts of associates’ 2025 compensation through October 24, 2025 (including salary, wages, overtime pay, commissions, bonuses, incentives, and certain other compensation), and our matching contributions to Section 401(k) plan accounts, together with the amounts of our most recent annual profit-sharing contributions (made in 2025 for 2024) to FCB 401(k) Plan accounts of associates, all as reflected in our payroll records. For permanent full-time and part-time associates included in the associate population who were hired or became our associates after January 1, 2025, we considered them as having been employed at their salary or wage rates for the entire year prior to October 24, 2025. We did not make any cost-of-living adjustment in any associate’s compensation. From the totals above we identified 13 associates whose 2025 totals were at or near the median total but who were participants in different plans under our retirement programs, and, for those who were pension plan participants, we obtained estimates of their respective changes in pension values (if any) based on the status of their participation in those plans. |

  124. Pay Ratio

    | ● | We then compiled the aggregate amounts of those 13 associates’ 2025 compensation and, for each associate in the group who was a participant in one of our pension plans, we added, based on the pension plan in which he or she participated and his or her participation status under the plan, the average of the estimated changes (if positive) in the actuarial present values of accumulated pension plan benefits for 2025 for the associates in the group who participated in that plan to determine an estimate of his or her 2025 total compensation. |

  125. Pay Ratio

    | ● | We then compared those associates’ 2025 compensation compiled as described above, and identified the initial median associate for 2025. We used a local currency-to-U.S. dollar exchange rate as of the date we selected our median associate to enable a U.S. dollar-based assessment. |

  126. Pay Ratio

    | ● | Because the amounts of changes in the actuarial present values of accrued pension benefits can increase and decrease each year, thereby affecting the total compensation of our median associate, it was determined that, if the initial median associate identified as described above was a pension plan participant, we would review the associates above and below that associate and select one whose total compensation was substantially the same as that of the initial median associate, but who was not a pension plan participant. However, the initial median associate identified as described above was not a pension plan participant and, therefore, was selected as our median associate. |

  127. Pay Ratio

    We determined the amount of our median associate’s actual 2025 annual total compensation listed above in the same manner as we determined our CEO’s annual total compensation disclosed in the “Total” column of our Summary Compensation Table included in this proxy statement, and we compared our CEO’s annual total compensation to that of the median associate to determine our 2025 pay ratio.

  128. Pay Ratio

    | 66 | 2026 Annual Proxy Statement |

  129. ERFORMANCE

    | Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (2) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers (3) | Average Compensation Actually Paid to Non-PEO Named Executive Officers (4) | Value of Initial Fixed $100 Investment Based On: | | Net Income (7) (in millions) | | | | | | | Total Shareholder Return (5) | Peer Group Total Shareholder Return (6) | | | 2025 | $10,247,600 | $9,801,867 | $5,320,680 | $5,144,922 | $378 | $196 | $2,206 | | 2024 | 11,006,328 | 10,859,081 | 5,619,981 | 5,608,215 | 371 | 148 | 2,777 | | 2023 | 9,961,303 | 9,565,064 | 5,201,280 | 5,033,984 | 248 | 108 | 11,466 | | 2022 | 8,031,975 | 8,086,666 | 6,460,948 | 5,993,030 | 133 | 109 | 1,098 | | 2021 | 5,629,478 | 5,623,548 | 2,868,125 | 2,889,582 | 145 | 138 | 547 |

  130. ERFORMANCE

    | (2) For each year, reflects the amount of “Compensation Actually Paid” to our Chief Executive Officer, Frank B. Holding, Jr., as computed in accordance with Item 402(v) of Regulation S-K. “Compensation Actually Paid” is calculated solely for purposes of required disclosures under Item 402(v) and does not reflect the actual amount of compensation earned by or paid to Mr. Holding for each year. In accordance with Item 402(v), the following adjustments were made to Mr. Holding’s total compensation as presented in the Summary Compensation Table for each year to calculate “Compensation Actually Paid.” No equity awards have been granted to Mr. Holding and, as a result, the table below reflects no equity award adjustments. |

  131. ERFORMANCE

    | Year | Reported Summary Compensation Table Total for PEO | Reported Change in Actuarial Present Value of Pension Benefits (a) | Pension Benefit Adjustments (b) | Compensation Actually Paid to PEO | | 2025 | $10,247,600 | $(495,600) | $49,867 | $9,801,867 | | 2024 | 11,006,328 | (191,869) | 44,622 | 10,859,081 | | 2023 | 9,961,303 | (429,578) | 33,339 | 9,565,064 | | 2022 | 8,031,975 | -0- | 54,691 | 8,086,666 | | 2021 | 5,629,478 | (60,063) | 54,133 | 5,623,548 |

  132. ERFORMANCE

    | (4) For each year, reflects the average of the amounts of “Compensation Actually Paid” to the other NEOs as a group (excluding Mr. Holding), as computed in accordance with Item 402(v) of Regulation S-K. The names of each of the other NEOs included for purposes of calculating the average amount for each of 2025, 2024, 2023, 2022, and 2021 are: Craig L. Nix, Hope H. Bryant, and Peter M. Bristow. In addition, our other NEOs included Lorie K. Rupp for 2025, 2024, 2023, and 2021 and Ellen R. Alemany for 2022. “Compensation Actually Paid” is calculated using the same methodology described in Footnote 2. The average “Compensation Actually Paid” to our other NEOs for 2022 was higher than in 2025, 2024, 2023, and 2021, primarily as a result of the compensation paid to Mrs. Alemany for 2022 as described in Footnote 3 above. In accordance with the requirements of Item 402(v), the following adjustments were made to average total compensation of the other NEOs as a group for each year to determine the “Compensation Actually Paid.” |

  133. COMPENSATION ACTUALLY PAID (CAP) VS. COMPANY TSR AND PEER GROUP TSR

    COMPENSATION ACTUALLY PAID (CAP) VS. COMPANY TSR AND PEER GROUP TSR The following graph compares, for each of 2025, 2024, 2023, 2022, and 2021, the “Compensation Actually Paid” to our Chief Executive Officer, and the average “Compensation Actually Paid” to our other NEOs, for each of those years to our net income as reported in our audited financial statements for each year. While net income is one of the measures included in our “Financial True North” metrics, we do not use it alone as a performance measure in the overall executive compensation program. However, net income is a substantial component of annual increases in tangible book value and, accordingly, it is a factor in our TBV+D Growth Rate. Net income has increased over the five-year period covered by the graph, and it increased significantly for 2023 due primarily to the nonrecurring impact of the SVB Acquisition effective on March 27, 2023. For 2024 and 2025, the years following recognition of the impact of the SVB Acquisition, net income returned to a more normal level but, at $2.8 billion and $2.2 billion, respectively, represented a significant increase over net income of $1.1 billion for 2022, the year before the SVB Acquisition. A significant portion of Compensation Actually Paid for each year consists of payments of awards under our LTIP which are substantially affected by our financial performance during trailing three-year Performance Periods. As illustrated by the graph, the amount of “Compensation Actually Paid” to Mr. Holding and the average amount of “Compensation Actually Paid” to our other NEOs as a group (excluding Mr. Holding), taking into account the three-year Performance Periods for awards under our LTIP, generally correlates with increases in our net income over the five-year period presented in the graph.

  134. COMPENSATION ACTUALLY PAID (CAP) VS. NET INCOME

    COMPENSATION ACTUALLY PAID (CAP) VS. NET INCOME

  135. COMPENSATION ACTUALLY PAID (CAP) VS. NET INCOME

    | 2026 Annual Proxy Statement | 71 |

  136. COMPENSATION ACTUALLY PAID (CAP) VS. NET INCOME

    2025 Compensation. The following table lists compensation paid to our non-associate directors during 2025 as compensation for their services as members of the Boards and committees of the Boards for their one-year terms of office following our 2025 Annual Meeting.

  137. 2025 DIRECTOR COMPENSATION

    2025 DIRECTOR COMPENSATION

  138. 2025 DIRECTOR COMPENSATION

    | Name (1) | Fees Earned or Paid in Cash (2) | All Other Compensation (3) | Total | | Ellen R. Alemany | $294,000 | $-0- | $294,000 | | John M. Alexander, Jr. (2) | -0- | -0- | -0- | | Victor E. Bell III | 270,000 | -0- | 270,000 | | Michael A. Carpenter (2) | 12,000 | -0- | 12,000 | | H. Lee Durham, Jr. (2) | 12,000 | -0- | 12,000 | | Dr. Eugene Flood, Jr. | 320,500 | -0- | 320,500 | | Robert R. Hoppe | 334,000 | -0- | 334,000 | | David G. Leitch | 300,000 | -0- | 300,000 | | Robert E. Mason IV | 282,000 | -0- | 282,000 | | Diane E. Morais (2) | 225,000 | -0- | 225,000 | | Robert T. Newcomb | 391,000 | -0- | 391,000 | | R. Mattox Snow III (2) | 438,750 | -0- | 438,750 |

  139. 2025 DIRECTOR COMPENSATION

    | (1) Mr. Holding, Mrs. Bryant, and Mr. Bristow are not listed in the table. Each of them served as a director for 2025, but, as reflected in the Summary Compensation Table, each was compensated as an associate of FCB and received no additional compensation for services as a director. |

  140. 2025 DIRECTOR COMPENSATION

    | (2) Amounts include the aggregate amounts of compensation paid (all of which was paid during 2025) to outside directors for services as directors, committee chairs, and in other Board positions for their one-year terms of office following our 2025 Annual Meeting, as well as retainers paid in 2025 for service on working groups. Total fees for Mr. Carpenter and Mr. Durham, who served through the 2025 Annual Meeting, solely include retainers paid in 2025 for service on working groups. Mr. Alexander served through the 2025 Annual meeting but no fees were paid to him in 2025. Mr. Snow’s total fees include, in addition to fees for his one-year term of office following the 2025 Annual Meeting, a prorated amount for his service during the time between his appointment as a director effective January 2, 2025 and the date of the 2025 Annual Meeting. Mrs. Morais’ total fees were prorated for her service during the time between her appointment as a director effective July 1, 2025 and the date of the Annual Meeting. |

  141. 2025 DIRECTOR COMPENSATION

    | (3) From time to time our directors may receive or be deemed to have received personal benefits from FCB, including business travel and accident insurance coverage under the same policy that covers all of our and FCB’s officers and associates. We believe FCB’s aggregate incremental cost associated with personal benefits received during 2025 by each of our directors listed in the table did not exceed $10,000 and, for that reason, no amount for personal benefits is included for any of them in the “All Other Compensation” column in the table above. Our directors are also (i) covered by a directors and officers liability insurance policy provided by FCB, and (ii) reimbursed for their expenses in attending board and committee meetings and industry and professional development events related to their duties and for their memberships in the National Association of Corporate Directors. In addition, from time to time, non-profit or charitable organizations, including organizations affiliated with one or more of our directors, may be permitted to use FCB’s facilities and resources for meetings of their boards or other managing bodies. We do not consider those to be perquisites. |

  142. 2025 DIRECTOR COMPENSATION

    | 72 | 2026 Annual Proxy Statement |

  143. 2025 DIRECTOR COMPENSATION

    Schedules of Directors’ Fees. The following table describes our standard schedule of fees under which compensation was paid to non-associate directors for their services during their one-year terms of office following our 2025 Annual Meeting, and the schedule of fees approved by the Boards under which directors will be paid during their one-year terms of office following the Annual Meeting.

  144. 2025 DIRECTOR COMPENSATION

    | Description (1) | Amount | | | | 2025 | 2026 | | Annual retainer paid to each director | $270,000 | $280,000 | | Annual retainer paid to the chairperson of our CNG Committee | 40,000 | 45,000 | | Annual retainer paid to the chairperson of our Risk Committee | 40,000 | 45,000 | | Annual retainer paid to the chairperson of our Technology Committee (2) | 25,000 | 45,000 | | Annual retainer paid to the chairperson of our Audit Committee | 40,000 | 45,000 | | Annual retainer paid to the chairperson of FCB’s Trust Committee | 7,500 | 10,000 | | Annual retainer paid to our Audit Committee Financial Expert | 27,500 | 27,500 | | Annual retainer paid to our Lead Independent Director | 45,000 | 50,000 | | Retainer paid to participants in director working groups | (3) | (3) |

  145. 2025 DIRECTOR COMPENSATION

    | (1) Neither fee schedule contemplates the payment of fees for attendance at meetings of the Boards or committees of the Boards. However, the Boards’ approval of each fee schedule provides that, in the event of a substantial increase in the frequency of meetings, including the calling of special meetings, or the appointment of a special committee, the CNG Committee could recommend, for approval by the Boards, the payment of additional compensation in consideration for the additional time demands placed on directors. |

  146. 2025 DIRECTOR COMPENSATION

    | (2) The Technology Committee of the Boards was established following the 2025 Annual Meeting. |

  147. 2025 DIRECTOR COMPENSATION

    | (3) The Boards may, from time to time, appoint working groups of directors to focus on special projects or significant initiatives, including integration and optimization, transition to large bank risk management, technology and operations, or other oversight matters. Directors appointed to such a working group are paid a monthly retainer of $3,000 for service as a working group chairperson, $2,500 for service as a vice-chairperson (if any), and $2,000 for other working group participants. |

  148. 2025 DIRECTOR COMPENSATION

    The separate annual retainers paid to chairpersons of the various committees, to the Audit Committee Financial Expert, to the Lead Independent Director, and to participants in director working groups, are in recognition of the additional time, duties, and responsibilities required by those positions. In setting the retainer amounts in the 2026 fee schedule, the CNG Committee’s recommendation to the Boards, and the Boards’ approval, took into account our compensation philosophy, the Board composition and fees paid to directors of comparable financial institutions, advice from Pay Governance on boardroom pay practices, and the time commitment and scope of duties and responsibilities of our directors. Compensation paid to our directors is in the form of cash, and we have no plans under which stock options or grants or other equity awards are made to directors.

  149. 2025 DIRECTOR COMPENSATION

    | 2026 Annual Proxy Statement | 73 |

  150. Directors and Executive Officers

    Directors and Executive Officers The following table describes the beneficial ownership of shares of our voting Class A Common and Class B Common, our nonvoting series A depositary shares (“Series A Depositary Shares”), each representing a 1/40th interest in a share of our 5.375% Non-Cumulative Perpetual Preferred Stock, Series A, our nonvoting 5.625% Non-Cumulative Perpetual Preferred Stock, Series C (“Series C Preferred”), and our nonvoting Series D Depositary Shares, on the Record Date, by our current directors, nominees for election as directors, and our NEOs whose compensation is disclosed in the Summary Compensation Table above, individually, and by all of our current directors and executive officers as a group. We are not aware that any of our directors or executive officers beneficially own any shares of our nonvoting Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series B (“Series B Preferred Stock”) or any of our Series E depositary shares (“Series E Depositary Shares”), each representing a 1/40th interest in a share of our 6.625% Non-Cumulative Perpetual Preferred Stock, Series E. For purposes of the table, we consider a director or executive officer to “beneficially own” shares held in his or her name, or in the name of any other person or entity, if the director or officer either directly, or indirectly through some agreement, arrangement, understanding, or relationship, has or shares the right to vote or dispose of the shares, or to direct the voting or disposition of the shares. As a result, the same shares may be “beneficially owned” by more than one person. As described in footnotes to the table, portions of the shares listed as beneficially owned by certain of the directors and executive officers in the table also are listed as beneficially owned by others named in the table. However, those shares are only counted once in the total numbers of shares beneficially owned by all directors and executive officers as a group.

  151. Directors and Executive Officers

    | | Beneficial Ownership | | | | | | | | | | | | | Class A Common | | Class B Common | | Series A Depositary Shares | | Series C Preferred | | Series D Depositary Shares | | | | Name of Beneficial Owner (1) | Number of Shares (2) | % of Class (3) | Number of Shares (2) | Percentage of Class (3) | Number of Shares (2) | % of Class (3) | Number of Shares (2) | % of Class (3) | Number of Shares (2) | % of Class (3) | % of Total Votes (3) | | DIRECTORS | | | | | | | | | | | | | Ellen R. Alemany | 17,245(4) | 0.16% | -0- | — | -0- | — | 30,000 | 0.38% | 300 | 0.06% | 0.06% | | Victor E. Bell III | 6,900(5) | 0.06% | 1,643(5) | 0.16% | -0- | — | -0- | — | -0- | — | 0.12% | | Peter M. Bristow | 513,415(6) | 4.74% | 111,607(6) | 11.10% | 41,285(6) | 0.30% | -0- | — | -0- | — | 8.54% | | Hope H. Bryant | 349,647(7) | 3.23% | 51,877(7) | 5.16% | 47,500(7) | 0.34% | -0- | — | -0- | — | 4.38% | | Dr. Eugene Flood, Jr. | 20 | * | -0- | — | -0- | — | -0- | — | -0- | — | * | | Frank B. Holding, Jr. | 589,202(8) | 5.44% | 161,580(8) | 16.07% | 35,500(8) | 0.26% | -0- | — | -0- | — | 11.80% | | Robert R. Hoppe | 314 | * | -0- | — | -0- | — | -0- | — | -0- | — | * | | David G. Leitch | 100 | * | -0- | — | -0- | — | -0- | — | -0- | — | * | | Robert E. Mason IV | 350 | * | 200 | 0.02% | -0- | — | -0- | — | -0- | — | 0.01% | | Diane E. Morais | 50(9) | * | -0- | — | -0- | — | -0- | — | -0- | — | * | | Robert T. Newcomb | 1,000 | 0.01% | -0- | — | 6,000 | 0.04% | -0- | — | -0- | — | * | | R. Mattox Snow III | 121(10) | * | -0- | — | -0- | — | -0- | — | -0- | — | * | | OTHER NAMED EXECUTIVE OFFICERS | | | | | | | | | | | | | Craig L. Nix | 1,147(11) | 0.01% | -0- | — | -0- | — | 9,265 | 0.12% | -0- | — | * | | Lorie K. Rupp | -0- | — | -0- | — | -0- | — | -0- | — | -0- | — | — | | ALL CURRENT DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP (19 PERSONS) | 1,440,817(12) | 13.31% | 290,182(12) | 28.87% | 100,385(12) | 0.73% | 39,265(12) | 0.49% | 300 | 0.06% | 22.61% |

  152. Directors and Executive Officers

    | (1) Each individual’s business address is 4300 Six Forks Road, Raleigh, NC 27609. |

  153. Directors and Executive Officers

    | (2) Except as otherwise noted in the footnotes below, and to the best of our knowledge, individuals named and included in the group exercise sole voting (in the case of voting stock) and investment power with respect to all listed shares. |

  154. Directors and Executive Officers

    | (3) “Percentage of Class” reflects each individual’s and the group’s listed shares as a percentage of the total number of outstanding shares of that class of stock on the Record Date. “Percentage of Total Votes” reflects the aggregate votes represented by each individual’s and the group’s listed shares of Class A Common and Class B Common as a percentage of the aggregate votes represented by all outstanding shares of our voting securities on that date. Series A Depositary Shares, Series C Preferred Stock, and Series D Depositary Shares do not have voting rights and do not affect the percentages of total votes. An asterisk indicates less than .01%. |

  155. Directors and Executive Officers

    | (4) Includes an aggregate of 17,245 shares of Class A Common as to which Mrs. Alemany may be considered to exercise shared voting and investment power. |

  156. Directors and Executive Officers

    | (5) Includes an aggregate of 6,493 shares of Class A Common and 1,643 shares of Class B Common held by various entities and as to which shares Mr. Bell may be considered to exercise shared voting and investment power. |

  157. Directors and Executive Officers

    | 2026 Annual Proxy Statement | 77 |

  158. Directors and Executive Officers

    | (6) Mr. Bristow’s beneficial ownership is described in the table and footnotes below under the caption “Principal Stockholders.” |

  159. Directors and Executive Officers

    | (7) Mrs. Bryant’s beneficial ownership is described in the table and footnotes below under the caption “Principal Stockholders.” Information regarding pledges of shares beneficially owned by Mrs. Bryant is contained below under the caption “Anti-Pledging Policy.” |

  160. Directors and Executive Officers

    | (8) Mr. Holding’s beneficial ownership is described in the table and footnotes below under the caption “Principal Stockholders.” Information regarding pledges of shares beneficially owned by Mr. Holding is contained below under the caption “Anti-Pledging Policy.” |

  161. Directors and Executive Officers

    | (9) Includes 50 shares of Class A Common as to which Mrs. Morais may be considered to exercise shared voting and investment power. |

  162. Directors and Executive Officers

    | (10) Includes 121 shares of Class A Common as to which Mr. Snow may be considered to exercise shared voting and investment power. |

  163. Directors and Executive Officers

    | (11) Includes 1,147 shares of Class A Common as to which Mr. Nix may be considered to exercise shared voting and investment power and 9,265 shares of Series C Preferred as to which he may be considered to exercise shared investment power. |

  164. Directors and Executive Officers

    | (12) In the aggregate, individuals included in the group may be considered to exercise shared voting and investment power as to 572,132 shares of Class A Common and 118,905 shares of Class B Common, sole voting power only with respect to 7,498 shares of Class A Common and 333 Class B Common, and shared investment power only as to 82,385 Series A Depositary Shares. As described in the table and footnotes below under the caption “Principal Stockholders,” certain shares are included in the numbers of shares listed in the table above for each of Mrs. Bryant and Mr. Holding, but they are included only once in the total shares listed for the group. |

  165. Delinquent Section 16(a) Reports

    | ● | nonqualified deferred compensation plans, and the deemed investment returns accrued to the accounts of participants in the FCB 2021 Plan and interest accrued to the accounts of participants in the FCB-SC Plans; and |