First Citizens BancShares : Q1 2026 Pillar 3 Form
FCNCA
Published on 05/15/2026 at 12:03 pm EDT
TABLE OF CONTENTS
OVERVIEW 3
SCOPE OF APPLICATION 5
PRINCIPLES OF CONSOLIDATION 5
CAPITAL STRUCTURE 7
CAPITAL INSTRUMENTS 7
CAPITAL ADEQUACY 9
CAPITAL MANAGEMENT 9
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PILLAR 3 1Q 2026 2025
REQUIREMENT DESCRIPTION FORM 10-Q FORM 10-K
OVERVIEW
Organization / Overview
..............................................................................................
Capital
11 4, 41, 103
SCOPE OF APPLICATION
Requirements……………………………...................... 93 7,84,154
Business Combinations 11 5, 118
..............................................................................................
Transfer of Funds or Capital Restrictions 8, 153
..............................................................................................
Basis of Presentation 10 103
CAPITAL STRUCTURE
CAPITAL ADEQUACY
Capital Instruments
..............................................................................................
Regulatory Capital Tiers
..............................................................................................
Capital Management
..............................................................................................
42, 94 153
94 153
93 84, 154
CAPITAL CONSERVATION BUFFER
Risk-Based Capital Ratios 94 84, 154
Required Ratios 94 44, 82, 153
..............................................................................................
CREDIT RISK
Risk Management
..............................................................................................
Credit Risk
..............................................................................................
79 69
80 68
COUNTERPARTY
Credit Risk Exposures 80 68
Counterparty Risk Management 33, 79 78
..............................................................................................
CREDIT RISK
CREDIT RISK
Credit Derivatives
..............................................................................................
Credit Philosophy
33 144
MITIGATION
.............................................................................................. 80 67
SECURITIZATION Securitization Exposures
..............................................................................................
Evaluation of Investments
..............................................................................................
12 105
EQUITY EXPOSURES
Type of Investments
..............................................................................................
12, 72 105
Investment Securities 12, 72 61, 120
Risk Management
INTEREST RATE RISK ..............................................................................................
79, 87 76
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ORGANIZATION
First Citizens BancShares, Inc. (the "Parent Company" and, when including all its subsidiaries on a consolidated basis, "BancShares," "we," "us," or "our") is a financial holding company organized under the laws of Delaware that conducts operations through its banking subsidiary, First-Citizens Bank & Trust Company ("FCB"), which is headquartered in Raleigh, North Carolina. BancShares and its subsidiaries operate a network of branches and offices, predominantly located in the Southeast, Mid-Atlantic, Midwest and Western United States. BancShares provides various types of commercial and consumer banking services, including lending, leasing, and wealth management services. Deposit services include checking, savings, money market, and time deposit accounts.
Business Combinations
Pending Branch Acquisition
On October 16, 2025, FCB announced the BMO Branch Acquisition (as defined in Note 2 -Business Combinations) to acquire 138 branches from BMO Bank N.A. Note 2-Business Combinations located throughout the Midwest, Great Plains and West regions of the U.S. In connection with the BMO Branch Acquisition, FCB expects to assume approximately
$5.3 billion in deposit liabilities and acquire approximately $1.1 billion in loans. We expect the transaction to close in the second half of 2026, subject to customary closing terms and conditions and the receipt of remaining regulatory approvals.
SVBB Acquisition
On March 27, 2023, FCB acquired substantially all loans and certain other assets and assumed all customer deposits and certain other liabilities of Silicon Valley Bridge Bank, N.A. from the Federal Deposit Insurance Corporation (the "FDIC" and such transaction, the "SVBB Acquisition") and FCB issued a five-year $36.07 billion note payable to the FDIC, maturing March 27, 2028, which was amended and restated on November 20, 2023 (the "Purchase Money Note") and is collateralized by certain loans. Refer to Note 10-Borrowings for the outstanding carrying value of the Purchase Money Note
For further discussion refer to Note 2-Business Combinations and Note 10 - Borrowings, in the Unaudited Consolidated Financial Statements in our Quarterly Report on Form 10-Q as of March 31, 2026.
General Business
The Parent Company is a bank holding company ("BHC") and financial holding company. The Parent Company is regulated by the Board of Governors of the Federal Reserve System ("Federal Reserve") under the U.S. Bank Holding Company Act of 1956, as amended. The Parent Company is also registered under the BHC laws of North Carolina and is subject to supervision, regulation and examination by the North Carolina Office of the Commissioner of Banks (the "NCCOB"). BancShares conducts its banking operations through its wholly owned subsidiary, FCB, a state-chartered bank organized under the laws of the state of North Carolina. FCB is regulated by the NCCOB. In addition, FCB, as an insured depository institution, is supervised by the Federal Deposit Insurance Corporation (the "FDIC").
BancShares provides financial services for a wide range of consumer and commercial clients. BancShares offers deposit products, loans and wealth management and private banking services to consumer clients. BancShares provides lending, leasing, capital markets and other financial and advisory services, to small and middle-market companies across a variety of industries. Additionally, BancShares provides a full suite of financial products and services to private equity firms, venture capital firms, and commercial clients in innovation markets, such as technology, life sciences and healthcare industries. BancShares also provides deposit, cash management and lending to homeowner associations and property management companies and owns a fleet of railcars and locomotives that are leased to railroads and shippers.
BancShares delivers banking products and services to its customers through an extensive branch network and additionally operates a nationwide digital banking platform that delivers deposit products to consumers (the "Direct Bank"). Services offered at most branches include accepting deposits, cashing checks and providing for consumer and commercial cash needs. Consumer and business customers may also conduct banking transactions through various digital channels.
In addition to our banking operations, we provide various investment products and services through FCB's wholly owned subsidiaries, including First Citizens Investor Services, Inc. ("FCIS"), First Citizens Asset Management, Inc. ("FCAM"), and First Citizens Delaware Trust Company, and a non-bank subsidiary, First Citizens Capital Securities, LLC ("FCCS"). As a
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registered broker-dealer, FCIS provides a full range of investment products, including annuities, brokerage services and third-party mutual funds. As registered investment advisers, FCIS and FCAM provide investment management services and advice. FCCS is a broker-dealer that also provides underwriting and private placement services. We also have other wholly owned subsidiaries, including SVB Wealth LLC, SVB Asset Management, and First Citizens Institutional Asset Management, LLC, which are active investment advisers.
Information regarding our business activities and operations is found in Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, in the Unaudited Consolidated Financial Statements in our Quarterly Report on Form 10-Q as of March 31, 2026.
CAPITAL REQUIREMENTS
BancShares and FCB are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on BancShares' Consolidated Financial Statements. Certain activities, such as the ability to undertake new business initiatives, including acquisitions, the access to and cost of funding for new business initiatives, the ability to pay dividends, the ability to repurchase shares or other capital instruments, the level of deposit insurance costs, and the level and nature of regulatory oversight, largely depend on a financial institution 's capital strength.
The Federal Reserve imposes certain capital requirements on bank holding companies under the Bank Holding Company Act ("BHCA"), including a minimum leverage ratio and minimum ratios of "qualifying" capital to risk-weighted assets. The metrics utilized to measure regulatory capital include the Tier 1 leverage-based Capital ("Leverage Ratio") and the risk-based capital ("Total Capital"), Tier 1 risk-based capital ("Tier 1 Capital Ratio"), and common equity Tier 1 capital ("CET1" or "Commons Equity Tier 1") risk-based capital ratios (collectively, the "Regulatory Capital Ratios"). Federal banking agencies approved regulatory capital guidelines ("Basel III") aimed at strengthening previous capital requirements for banking organizations. Basel III became effective for BancShares on January 1, 2015, and the associated capital conservation buffers of 2.5% were fully phased in by January 1, 2019. The capital conservation buffer is designed to absorb losses during periods of economic stress. Additionally, federal banking agencies have developed Prompt Corrective Action ("PCA") well-capitalized thresholds for Regulatory Capital Ratios. "Capital Requirements" section of this document include the Basel III requirements and well-capitalized thresholds for the Regulatory Capital Ratios.
For further information on capital requirements, refer to First Citizens BancShares, Inc.: Capital Requirements in Item 1. Business - Regulatory Considerations and Item 2 - Capital in the Unaudited Consolidated Financial Statements in our Quarterly Report on Form 10-Q as of March 31, 2026.
PILLAR 3 REPORTING
This document presents the Pillar 3 Disclosures in compliance with Basel III as described in Subpart D - Risk-weighted Assets - Standardized Approach of the Basel III Rule. Regulators published new capital rules for comment in March of 2026, we are actively reviewing these rules and assessing impact on the Bank's capital requirements. These Pillar 3 Disclosures should be read in conjunction with our Unaudited Consolidated Financial Statements in our Quarterly Report on Form 10-Q as of March 31, 2026.
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PRINCIPLES OF CONSOLIDATION
The accounting and reporting policies of BancShares are in accordance with accounting principles generally accepted in the United States of America ("GAAP") and general practices within the banking industry.
The consolidated financial statements of BancShares include the accounts of BancShares and its subsidiaries, certain partnership interests and variable interest entities ("VIEs") where BancShares is the primary beneficiary ("PB"), if applicable. All significant intercompany accounts and transactions are eliminated upon consolidation. Assets held in agency or fiduciary capacity are not included in the consolidated financial statements.
Unconsolidated VIEs include limited partnership interests and joint ventures. The table below provides a summary of the assets and liabilities included on the Consolidated Balance Sheets associated with unconsolidated VIEs. The maximum exposure to loss for unconsolidated VIEs is generally limited to the sum of the unconsolidated VIE investment balance and off-balance sheet funding commitments. The maximum exposure to loss represents potential losses that would be incurred under hypothetical circumstances, such that the value of BancShares' interests and any associated collateral declines to zero and assuming no recovery. BancShares believes the possibility is remote under this hypothetical scenario; accordingly, this disclosure is not an indication of expected loss.
See Note 9 - Variable Interest Entities in the Unaudited Consolidated Financial Statements in our Quarterly Report on Form 10-Q as of March 31, 2026, for additional information.
TRANSFER OF FUNDS OR CAPITAL RESTRICTIONS
BancShares and FCB are subject to regulatory capital requirements under Basel III for the Tier 1 leverage ratio and ratios of qualifying capital to RWA (the "Risk-Based Capital Ratios" and, together with the Tier 1 leverage ratio, the "Regulatory Capital Ratios"). The total risk-based capital, Tier 1 risk-based capital, and common equity Tier 1 risk-based capital ("CET1") ratios are the Risk-Based Capital Ratios. CET1 capital is generally common stock, additional paid in capital, and retained earnings less applicable capital deductions.
BancShares is also subject to the SCB requirements for the Risk-Based Capital Ratios, as calculated by the Federal Reserve in connection with its supervisory stress tests under the CCAR process. Specifically, the SCB is calculated by the Federal Reserve for each banking organization that participates in the CCAR process as the greater of (i) the difference between the organization's starting and minimum projected Risk-Based Capital Ratios under the severely adverse scenario in the supervisory stress test, plus the sum of the dollar amount of the firm's planned common stock dividends for each of the fourth through seventh quarters of the planning horizon as a percentage of RWA, or (ii) 2.50%, which is equal to the minimum CCB under Basel III. BancShares will participate in the 2026 supervisory stress test which will determine the SCB applicable to BancShares. Additionally, federal banking agencies have developed prompt corrective action ("PCA") thresholds (described below) for Regulatory Capital Ratios to determine whether an institution is well capitalized. Failure of a banking organization to meet regulatory capital guidelines may subject it to a variety of enforcement remedies, including constraints on capital distributions and discretionary executive compensation, restrictions on its operations and activities, termination of deposit insurance by the FDIC and, under certain conditions, the appointment of a conservator or receiver.
The Parent Company and FCB are subject to limitations on dividends and other payments. A principal source of the Parent Company's liquidity is dividends from FCB. Failure to meet any enhanced prudential standards discussed above, or other mandatory or discretionary action by regulators, could impact the Parent Company's or FCB's ability to declare dividends or make other payments or capital distributions, including equity repurchases. Federal and state banking agencies also have the authority to prohibit BancShares from engaging in an unsafe or unsound practice in conducting its business, which may limit or preclude capital distributions, depending on financial condition. In addition, the Parent Company's ability to make capital distributions, including paying dividends and repurchasing shares, is subject to the Federal Reserve's restrictions on capital distributions under CCAR (as described above) as well as under the Basel III capital rules. Furthermore, under the Federal Deposit Insurance Act (the "FDI Act"), IDIs, such as FCB, are prohibited from making capital distributions, including the payment of dividends, if, after making such distributions, the institution would
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become undercapitalized. Additionally, banking organizations that are not considered well capitalized under the Basel III capital rules could be subject to restrictions on dividends, equity repurchases, and compensation based on the amount of the shortfall. State law also prescribes certain limitations on payment of dividends.
Dividend Restrictions
Dividends paid from FCB to the Parent Company are the primary source of funds available to the Parent Company for payment of dividends to its stockholders. The Board of Directors of FCB may approve distributions, including dividends, as it deems appropriate, subject to the requirements of the FDIC and the General Statutes of North Carolina, provided that the distributions do not reduce the regulatory capital ratios below the applicable requirements. FCB could have paid additional dividends to the Parent Company in the amount of $6.58 billion while continuing to meet the requirements for well capitalized banks at March 31, 2026. Dividends declared by FCB and paid to the Parent Company amounted to $300 million for the quarter ended March 31, 2026. Payment of dividends is made at the discretion of FCB's Board of Directors and may be contingent upon satisfactory earnings as well as projected capital needs.
See Item 2 - Capital, and Item 1 - Business under Regulatory Considerations; Limitations on Dividends and Other Payments in the Unaudited Consolidated Financial Statements in our Quarterly Report on Form 10 -Q as of March 31, 2026, for additional information.
REGULATED SUBSIDIARIES' CAPITAL
The Company's regulated subsidiaries as of March 31, 2026 include the regulated banking subsidiary, the Edge and Agreement Corporation, a regulated insurance entity, two broker-dealer subsidiaries and two registered investment advisors. All these entities were in compliance with their respective minimum total capital requirements as of March 31, 2026.
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CAPITAL INSTRUMENTS
The Company's qualifying common equity tier 1 capital instruments consists of common stock and surplus common stock; the Parent Company also has Class A Common Stock and Class B Common Stock. The qualifying additional Tier 1 capital instruments are non-cumulative perpetual preferred (NCPP) stock of $1.76 billion, and its qualifying Tier 2 capital instrument is subordinated notes of $1.74 billion, net of capital phase out of $340 million.
During the first quarter of 2026, we repurchased 449,845 shares of our Class A common stock for $900 million and paid a dividend of $2.10 per share on our Class A and Class B common stock. Shares repurchased during the first quarter of 2026 represented 4.04% of Class A common stock and 3.71% of total Class A and Class B common stock outstanding at December 31, 2025. From inception of the 2024 share repurchase program ("2024 SRP") through March 31, 2026, we have repurchased 2,842,948 shares of our Class A common stock for $5.59 billion, representing 21.02% of Class A common stock and 19.57% of total Class A and Class B common stock outstanding as of June 30, 2024.
From April 1, 2026 through April 30, 2026, BancShares repurchased an additional 102,340 shares of Class A common stock for a total of $203 million and had total capacity remaining under the current share repurchase program (the "2025 SRP") of $1.71 billion as of April 30, 2026.
Refer to Part II, Item 2. Unregistered Sales of Equity Securities and Use of Proceeds for first quarter 2026 monthly repurchase activity of Class A common stock.
Preferred Stock Issuance
On February 5, 2026, the Parent Company issued and sold 6.625% non-cumulative perpetual preferred stock, series E for a total of $400 million. Refer to Note 13-Stockholders' Equity for further information, including depositary shares and liquidation preference.
Debt Transactions
Prepayments of the Purchase Money Note
In connection with the SVBB Acquisition (as defined in Note 2-Business Combinations), FCB issued a five-year $36.07 billion note payable to the FDIC, maturing March 27, 2028 (the "Purchase Money Note"). The Purchase Money Note had a carrying value of $30.91 billion and $33.39 billion at March 31, 2026 and December 31, 2025, respectively. During the current quarter, we prepaid $2.50 billion of the Purchase Money Note which resulted in an $8 million loss on extinguishment of debt. The outstanding balance of the Purchase Money Note declined from $35.85 billion at September 30, 2025 to $30.91 billion at March 31, 2026.
Debt Issuance
On March 3, 2026, the Parent Company issued and sold $500 million aggregate principal amount of its 4.869% Fixed-to-Floating Rate Senior Notes due in 2032 in a public offering (the "Current Quarter Debt Issuance").
For additional information on the Capital Instruments, Share Repurchase program, and Debt Transactions, please refer to Item 2 - MD&A Executive Overview under Recent Events - in our Unaudited Consolidated Financial Statements in the Quarterly Report on Form 10-Q as of March 31, 2026.
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REGULATORY CAPITAL TIERS
The components of capital including Common Equity Tier 1, Tier 1 and Total Capital are as follows:
Regulatory Capital Tiers (dollars in millions)
March 31, 2026
Common Equity Tier 1 ("CET1") Capital
Common stock
$
12
Paid in capital
-
Retained earnings
20,343
Accumulated other comprehensive loss ("AOCI")
(72)
Treasury stock
-
Total common stockholders' equity
20,283
Effect of certain items in AOCI excluded from CET1 Capital
72
Adjusted total equity
20,355
Less: Goodwill, net of associated deferred tax liabilities ("DTLs")
(346)
Less: Deferred tax assets arising from net operating loss and tax credit carryforwards
-
Less: Intangible assets, net of associated DTLs
(134)
Less: Other CET1 Deductions/Additions
(5)
Total CET1 Capital
19,870
Preferred stock
1,765
Less: Other Additional Tier 1 Capital deductions
-
Total Additional Tier 1 Capital
1,765
Total Tier 1 Capital
21,635
Qualifying Tier 2 Capital instruments
1,422
Qualifying adjusted allowance for credit losses ("AACL")(1)
1,742
Total Tier 2 Capital
3,165
Total Capital
$
24,800
(1) AACL includes credit loss allowances related to loans, except for allowances for purchased credit deteriorated ("PCD") assets. AACL also includes the allowance for off-balance sheet credit exposures (i.e. unfunded lending commitments and DPAs) recorded in Other liabilities.
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CAPITAL MANAGEMENT
Capital risk is the risk arising from capital levels that are inadequate which can result in operational disruptions, impairment of the bank's safety and soundness, and can hinder the organization's ability to achieve its strategic objectives. BancShares maintains a comprehensive capital adequacy process. BancShares establishes internal capital risk limits and warning thresholds, which utilize Risk-Based and Leverage-Based Capital calculations, internal and external early warning indicators, its capital planning process, and stress testing to evaluate BancShares' capital adequacy for multiple types of risk in both normal and stressed environments. The capital management framework requires contingency plans be defined and may be employed at management's discretion.
We are committed to effectively managing our capital to protect our depositors, creditors and stockholders. We continually monitor the capital levels and ratios for BancShares and FCB to ensure they exceed the minimum requirements imposed by regulatory authorities and to ensure they are appropriate, given growth projections, risk profile, and potential changes in the regulatory or external environment. Failure to meet certain capital requirements may result in actions by regulatory agencies that could have a material impact on our operations or consolidated financial statements.
For additional information regarding capital management, refer to the Item 1. Business - Regulatory Considerations: Capital Planning & Stress Testing, and Capital Requirements sections and Note 13 -Stockholders' Equity in the Notes to the Unaudited Consolidated Financial Statements in our Quarterly Report on Form 10-Q as of March 31, 2026.
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Disclaimer
First Citizens BancShares Inc. published this content on May 15, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 15, 2026 at 16:02 UTC.