First Citizens BancShares Inc

Reputation and brand · Brand damage and negative publicity

We are subject to reputational risks that could harm our business and prospects. If we were subject to reputational harm, it could have a material adverse impact on our business, financial condition and results of operations. Sources of reputational risks have included and may in the future include, among others, cyberattacks, legal claims and regulatory action, fraudulent activities aimed at us or parties with whom we do business.

Reputation and brand · Esg environmental social governance performance

We are subject to ESG risks, which may adversely affect our reputation and ability to retain employees and customers, and failure to comply with applicable regulations could have an adverse affect on our business, financial condition or results of operations. ESG matters include, but are not limited to, climate risk, hiring practices, the diversity of our work force, and racial and social justice issues.

Corporate governance · Shareholder rights and activism

Certain provisions in our Certificate of Incorporation, Bylaws and certain statutes and regulations and the current composition of our stockholders may make it more difficult for a third party to change our management or acquire control of us, even if stockholders might consider the change in management or change in control to be in their best interests.

Credit and liquidity · Credit risk and customer defaults

If we fail to effectively manage credit risk, our business and financial condition will suffer. Effectively managing credit risks is essential for the operation of our business. There are credit risks inherent in making any loan, including risks relating to repayment, the period of time over which the loan may be repaid, sufficiency of loan underwriting and guidelines.

Capital structure and performance · Financial reporting and accounting risks

Accounting for acquired assets may result in earnings volatility. Fair value discounts that are recorded at the time an asset is acquired are accreted into interest income based on United States Generally Accepted Accounting Principles (GAAP). The rate at which those discounts are accreted is unpredictable and the result of various factors including prepayments and estimated credit losses.

Capital structure and performance · Debt management and refinancing

Increases to our level of indebtedness could adversely affect our ability to raise additional capital and to meet our obligations. Our level of indebtedness has increased by virtue of the Purchase Money Note, and the debt offerings we consummated in 2025. Our existing debt, together with any future incurrence of additional indebtedness, could have consequences that are materially adverse to our business, financial condition or results of operations.

Capital structure and performance · Credit rating and cost of capital

Our ability to grow is contingent upon access to capital, which may not be readily available to us as a result of credit rating reductions. Our ability to grow is contingent on our ability to generate or otherwise access sufficient capital, including to remain well capitalized under current and future capital adequacy guidelines. Rating reductions could adversely affect our access to funding sources and increase the cost of obtaining funding.

Human capital and workforce · Key personnel dependence and succession

Attracting and retaining key employees is of heightened importance due to the significant expansion of the size, geographic reach and operational scope of our business. If, for whatever reason, we lost any of our current executive officers or other key employees, it may disrupt our business and growth strategies.

Supply chain and procurement · Supplier operation and dependance

We rely on third-parties to provide key components of our business infrastructure, and our third-parties may be responsible for or contribute to failures that adversely affect our operations. Third-parties provide key components of our business infrastructure, including certain data processing and information services. Their services could be difficult to quickly replace in the event of failure or other interruption in service.

Digital transformation and innovation · Artificial intelligence and automation

The use of AI presents its own unique risks. Third-party development of AI models introduces risks related to how those models are developed, trained, and deployed, including unauthorized material in training data and limited visibility into risk mitigation steps. The legal and regulatory environment for AI is uncertain and rapidly evolving, both in the United States and internationally.

Information management · Data quality and integrity

Data quality and completeness may not be adequate and could cause financial or reputational harm to FCB. Our data governance program is reliant on the execution of procedures, process controls, and system functionality, and errors may occur. Incomplete, inconsistent, or inaccurate data could result from, but not limited to, human error, system limitations, new products, changes in reporting requirements, and acquisitions.

Cybersecurity and data protection · Third party data security and vendors

We also face indirect technology, cybersecurity and operational risks relating to customers and other third parties with whom we do business or upon whom we rely to facilitate or enable our business activities. Any third-party technology failure, cyberattack or other information or security breach, termination or constraint could, among other things, adversely affect our ability to effect transactions, service our customers, manage our exposure to risk or expand our businesses.

Information management · Information systems and reporting

Our business is highly quantitative and requires widespread use of financial models for day-to-day operations; these models may produce inaccurate predictions that significantly vary from actual results, and we may rely on them in making decisions that adversely affect our business or the information we provide to our investors and regulators.

Customer and revenue · Revenue concentration in specific products or segments

Our concentration of loans and leases in certain industries increases the risk of losses and could impair our earnings if these industries experience economic difficulties. Our loans and leases include concentrations in non-depository financial institutions (NDFIs) and the healthcare and technology industries.

Market position and competition · Competitive pressure and market share loss

We encounter significant competition that may reduce our market share and profitability and our financial performance depends upon our ability to attract and retain customers for our products and services. Our profitability depends on our ability to compete successfully with other banks, nonbank providers of banking products and services, and other specialized financial services providers in our market areas.

Customer and revenue · Changing customer preferences and behavior

Consumers may increasingly decide not to use banks to complete their financial transactions, which could have a material adverse impact on our financial condition and operations. Technology and other changes are allowing parties to complete financial transactions that historically have involved banks through alternative methods without involving banks.

Geopolitical and trade · Regulatory and policy uncertainty

The Trump administration has proposed or implemented significant changes to the size and scope of the federal government, including reductions in program or agency funding or workforce, and may continue to do so. These changes could also result in increased uncertainty and compliance costs if we become subject to additional state and local laws in absence of comprehensive federal oversight.

Economic and market conditions · Market volatility and financial crises

The financial system is highly interrelated, and the default or threatened default of even a single financial institution could result in significant market-wide liquidity and credit problems, losses or defaults, lead to significant regulatory reform, or result in credit losses through potential counterparty default.

Natural and catastrophic events · Natural disasters and extreme weather

Our business and financial performance could be impacted by natural or man-made disasters, global pandemics, civil unrest, acts of war, terrorist activities, climate change or other adverse external events. Natural or man-made disasters (including, but not limited to, earthquakes, hurricanes, tornadoes, floods, tsunamis, fires, pollution, and explosions), global pandemics, civil unrest, acts of war, terrorist activities, climate change or other adverse external events could hurt our business and financial performance.

Tax and financial reporting · Financial reporting and accounting standards

Accounting standards may change and increase our operating costs or otherwise adversely affect our results. The Financial Accounting Standards Board (FASB) and the SEC periodically modify the standards governing the preparation of our financial statements. The nature of these changes is not predictable and has impacted and could further impact how we record transactions in our financial statements.