FIRST CITIZENS BANCSHARES INC /DE/
For the period ended Sep 30, 2026. Filed Nov 6, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-07.
0000798941-26-000031
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-06.
0000798941-26-000044
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 518 previous paragraphs and 528 current paragraphs.
281 unchanged; 179 reworded; 65 added; 56 removed; 2 previous and 3 current paragraphs rearranged.
Tables are not compared: 58 previous and 58 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (65)
Current report
BMO Branch Acquisition
Current report
On October 23, 2026, BancShares announced that the Board of Directors (the “Board”) authorized a new share repurchase program, which allows BancShares to repurchase shares of its Class A common stock in an aggregate amount up to $1.2 billion in 2027 (the “2027 SRP”).
Current report
Debt issuances from January 1, 2026 to September 30, 2026 had aggregate principal amounts totaling $1.65 billion (the “2026 Debt Issuances”) and included the following:
Current report
•NII for the current quarter was $1.70 billion, an increase of $43 million or 3% from $1.66 billion for thelinked quarter. The increase in NII was mainly due to higher average balances of and higher yields on loans and investment securities, and a decline in the average balance of borrowings as we repaid an additional $8.00 billion of the Purchase Money Note, partially offset by a higher average balance of and rate paid on interest-bearing deposits.
Current report
•NIM was 3.07% for the current quarter, a modest decline of 3 basis points (“bps”) from 3.10% for the linked quarter, primarily due to a higher average balance of and a higher rate paid on interest-bearing deposits, partially offset by the impacts of a lower average balance of borrowings and a higher average balance of loans.
Current report
•Noninterest income for the current quarter was$734 million, a decrease of $42 million or 5% from$776 million for the linked quarter, largely due to a decrease in other noninterest income of $42 million, mostly attributable to a $37 million decrease in fair value of equity warrants as the fair value declined $6 million in the current quarter after increasing $31 million in the linked quarter. Additionally, a decrease of $38 million in the fair value of marketable equity securities and a higher loss on extinguishment of debt of $12 million were partially offset by increases of $28 million in the realized gain on sale of investment securities, $10 million in lending-related fees, $9 million in client investment fees, and $8 million in rental income on operating lease equipment.
Current report
◦The provision for loan and lease losses for the current quarter was $50 million, compared to $34 million for the linked quarter. The $16 million increase was mainly attributable to the impact of a $48 million allowance for loan and lease losses (“ALLL”) release in the current quarter compared to a $74 million ALLL release in the linked quarter, partially offset by a decline of $5 million in net charge-offs and a $5 million ALLL for purchased seasoned loans acquired in the BMO Branch Acquisition as of the BMO Branch Acquisition Date (“BMO PSL ALLL”).
Current report
▪The $48 million ALLL release in the current quarter was largely driven by lower specific reserves, improvements in credit quality, and growth concentrated in capital call lines which have a significantly lower loss rate relative to our other loan portfolios, partially offset by changes in the macroeconomic scenarios.
Current report
◦The provision for off-balance sheet credit exposure was $6 million, an increase of $50 million from a benefit of $44 million for the linked quarter, primarily due to the model updates in the linked quarter discussed above and changes in the macroeconomic scenarios.
Current report
•Income tax expense for the current quarter was $199 million, a decrease of $20 million from $219 million for the linked quarter, reflecting lower income before income taxes.
Current report
◦The provision for loan and lease losses for the current YTD was $187 million compared to $473 million for the prior YTD. The $286 million decrease was mainly due to a decline in net charge-offs of $175 million and a $130 million ALLL release in the current YTD compared to $24 million in the prior YTD, and a $5 million BMO PSL ALLL.
Current report
▪The $130 million ALLL release for the current YTD was largely due to lower reserves for individually evaluated loans, growth concentrated in capital call lines which have a significantly lower loss rate relative to our other loan portfolios, improvements in credit quality including updates to certain models during the linked quarter used to estimate the ALLL, and changes in the macroeconomic scenarios.
Current report
•Depositsat September 30, 2026 were $185.26 billion, an increase of $23.69 billion or 15% from $161.58 billion at December 31, 2025. Refer to Table 2 and further discussion below. Noninterest-bearing deposits grew by $1.75 billion or 4% compared to December 31, 2025, and represented 22.9% of total deposits as of September 30, 2026, compared to 25.2% at December 31, 2025.
Current report
◦Interest income on loans and leases for the current quarter was $2.34 billion, an increase of $88 million or 4% from $2.25 billion for the linked quarter, mainly due to a higher average balance and a higher yield, partially offset by a $5 million decrease in loan PAA.
Current report
•NIM for the current quarter was 3.07%, a modest decline of 3 bps from 3.10% for the linked quarter, mainly due to a higher rate paid on average interest-bearing liabilities, partially offset by a higher yield on average interest-earning assets as further discussed below:
Current report
◦The yield on average interest-earning assets was 5.36%, an increase of 2 bps from the linked quarter, mainly due to higher yields on and higher average balances of loans and investment securities.
Current report
◦NIM, excluding PAA,(1) was 2.99% for the current quarter, a modest decline of 2 bps from 3.01% for the linked quarter.
Current report
•Loan PAA was $153 million in the current YTD, a decrease of $77 million or 34% from $230 million for theprior YTD.
Current report
•The provision for loan and lease losses for the current quarter was $50 million, compared to $34 million for the linked quarter. The $16 million increase was mainly attributable to the impact of a $48 million ALLL release in the current quarter compared to a $74 million ALLL release in the linked quarter, partially offset by a decline of $5 million in net charge-offs and the BMO PSL ALLL of $5 million.
Current report
◦The $48 million ALLL release in the current quarter was largely driven by lower reserves for individually evaluated loans, improvements in credit quality, and growth concentrated in capital call lines which have a significantly lower loss rate relative to our other loan portfolios, partially offset by changes in the macroeconomic scenarios.
Current report
•The provision for off-balance sheet credit exposure was $6 million, an increase of $50 million from a benefit of $44 million for the linked quarter, primarily due to the model updates in the linked quarter discussed above and changes in the macroeconomic scenarios.
Current report
•The provision for loan and lease losses for the current YTD was $187 million compared to $473 million for the prior YTD. The $286 million decrease was mainly due to a decline in net charge-offs of $175 million, a $130 million ALLL release in the current YTD compared to $24 million in the prior YTD, and the BMO PSL ALLL of $5 million.
Current report
◦The $130 million ALLL release for the current YTD was largely due to lower reserves for individually evaluated loans, growth concentrated in capital call lines which have a significantly lower loss rate relative to our other loan portfolios, improvements in credit quality including updates to certain models during the linked quarter used to estimate the ALLL, and changes in the macroeconomic scenarios.
Current report
Noninterest income for the current quarter was $734 million, a decrease of $42 million or 5% from $776 million for the linked quarter, primarily due to the following:
Current report
•The decrease of $42 million in other noninterest income was mostly attributable to a sequential quarter decrease of $37 million in fair value gains of equity warrants as the fair value declined $6 million in the current quarter after increasing $31 million in the linked quarter, a $12 million decrease in other investment income, primarily due to gain on sales of tax credit investments in the linked quarter, partially offset by a $13 million increase in fair value of customer derivatives.
Current report
•The decrease of $38 million in the fair value of marketable equity securities was largely offset by an increase of $28 million in realized gain on sale of investment securities.
Current report
•The increase of $10 million in lending-related fees was largely driven by higher capital markets activity, due to an increase in arranger fee transactions, along with higher fees from lines of credit and letters of credit.
Current report
•The increase of $9 million in client investment fees was mostly due to higher average off-balance sheet client funds.
Current report
•The decrease of $7 million in gains on sale of leasing equipment, net was mostly due to lower sales volume of rail equipment, in addition to costs incurred for scrapping certain railcars.
Current report
•The loss on extinguishment of debt increased $12 million due to payments of $8.00 billion on the Purchase Money Note in the current quarter, compared to $2.50 billion in the linked quarter.
Current report
Noninterest income for the current YTD was $2.20 billion, an increase of $190 million or 10% from $2.01 billion for the prior YTD as further discussed below:
Current report
•The increase of $65 million in other noninterest income was mainly attributable to a $26 million increase in the fair value of equity warrants, a $20 million increase in the fair value of customer derivative and foreign exchange products largely due to change in interest rates and higher commercial client transaction volumes, and a $16 million increase in other investment income, primarily due to a gain on sale of tax credit investments in the linked quarter.
Current report
•The increase of $28 million in the realized gain on sale of investment securities mainly resulted from the sale of marketable equity securities, partially offset by the $15 million decrease in the fair value of the marketable equity security portfolio.
Current report
•The increase of $23 million in lending-related fees was mainly due to a higher volume of capital market transactions, along with a higher volume of lines of credit and letters of credit.
Current report
•The increase of $17 million in client investment fees was mostly due to a higher average balance of client off balance sheet funds.
Current report
•The loss on extinguishment of debt increased $34 million due to payments of $13.00 billion during the current YTD.
Current report
•The increase of $19 million in other noninterest expense included software impairment and other accruals.
Current report
•The increase of $12 million in third-party processing fees was largely offset by a decrease of $8 million in equipment expense, reflecting continued investment in digital infrastructure and data center modernization.
Current report
•The increase of $10 million in acquisition-related expenses was due to completion of the BMO Branch Acquisition as summarized in Table 12 and discussed below.
Current report
•The decrease of $8 million in professional fees was primarily due to completion of several risk management and technology projects.
Showing the first 40 of 65 passages. Open the source sections for the rest.
Removed paragraphs (56)
Previous report
Debt issuances through June 30, 2026 of$1.25 billion include the following:
Previous report
Pending Branch Acquisition
Previous report
•NII for the current quarter was $1.66 billion, an increase of $35 million or 2% from $1.62 billion for thelinked quarter. NIM was 3.10% for the current quarter, an increase of 1 basis point (“bp”) from 3.09% for the linked quarter. The increases in NII and NIM were mainly due to higher yields on and average balances of loans and investment securities, and a decline in the average balance of borrowings as we repaid an additional $2.50 billion of the Purchase Money Note, partially offset by a higher average balance of and rate paid on interest-bearing deposits.
Previous report
•Noninterest income for the current quarter was$776 million, an increase of $84 million or 12% from$692 million for the linked quarter, largely due to an increase in other noninterest income of $50 million, mainly attributable to a $27 million increase in the fair value of equity warrants and a $17 million gain on sale of tax credit investments, and increases of $12 million in the fair value of marketable equity securities, $6 million in client investment fees, $4 million in deposit fees and service charges, and $4 million in lending-related fees.
Previous report
◦The provision for loan and lease losses for the current quarter was $34 million, compared to $103 million for the linked quarter. The $69 million decrease was mainly attributable to the impact of a $74 million reserve release in the current quarter compared to an $8 million reserve release in the linked quarter, as well as a decline of $3 million in net charge-offs.
Previous report
▪The $8 million reserve release in the linked quarter was driven by loan growth concentrated in capital call lines and changes in the macroeconomic scenarios, partially offset by higher reserves for individually evaluated loans.
Previous report
◦The benefit for off-balance sheet credit exposure was $44 million, an increase of $12 million from $32 million for the linked quarter, primarily due to the model updates discussed above and changes in the macroeconomic scenarios.
Previous report
•Income tax expense for the current quarter was $219 million, an increase of $48 million from $171 million for the linked quarter, largely due to higher income before income taxes.
Previous report
◦The provision for loan and lease losses for the current YTD was $137 million compared to $259 million for the prior YTD. The $122 million decrease was mainly due to an $82 million ALLL reserve release in the current YTD compared to $4 million in the prior YTD and a decline in net charge-offs of $44 million.
Previous report
▪The $82 million ALLL reserve release for the current YTD is discussed above as the “Current Quarter Income Statement Highlights” section of this MD&A summarizes the ALLL reserve releases of $74 million and $8 million for the current and linked quarters, respectively.
Previous report
•Depositsat June 30, 2026 were $173.43 billion, an increase of $11.85 billion or 7% from $161.58 billion at December 31, 2025. As shown in Table 2 and discussed below, the increase from December 31, 2025 was attributable to deposit growth in Corporate of $6.77 billion primarily due to the Direct Bank and brokered deposits, the Commercial Bank segment of $4.16 billion, and the General Bank segment of $922 million. Noninterest-bearing deposits grew by $1.82 billion or 5% compared to December 31, 2025, and represented 24.5% of total deposits as of June 30, 2026, compared to 25.2% at December 31, 2025.
Previous report
◦Interest income on loans and leases for the current quarter was $2.25 billion, an increase of $47 million or 2% from $2.21 billion for the linked quarter, mainly due to a higher yield, a higher average balance, and higher loan PAA.
Previous report
•NIM for the current quarter was 3.10%, an increase of 1 bp from 3.09% for the linked quarter. NIM, excluding PAA,(1) was 3.01% for the current and linked quarters. The modest increase in NIM was mainly due to higher yields on and average balances of loans and investment securities, and a decline in the average balance of borrowings as we repaid an additional $2.5 billion of the Purchase Money Note, partially offset by a higher average balance of and rate paid on interest-bearing deposits.
Previous report
◦The yield on average interest-earning assets for the current quarter was 5.34%, an increase of 4 bps from 5.30% for the linked quarter, mainly due to higher yields on and average balances of loans and investment securities.
Previous report
•Loan PAA was $103 million in the current YTD, a decrease of $56 million or 35% from $159 million for theprior YTD.
Previous report
•The provision for loan and lease losses for the current quarter was $34 million, compared to $103 million for the linked quarter. The $69 million decrease was mainly attributable to the impact of a $74 million reserve release in the current quarter compared to an $8 million reserve release in the linked quarter, as well as a decline of $3 million in net charge-offs.
Previous report
◦The $8 million reserve release in the linked quarter was driven by loan growth concentrated in capital call lines and changes in the macroeconomic scenarios, partially offset by higher reserves for individually evaluated loans.
Previous report
•The benefit for off-balance sheet credit exposure was $44 million, an increase of $12 million from $32 million for the linked quarter, primarily due to the model updates discussed above and changes in the macroeconomic scenarios.
Previous report
•The provision for loan and lease losses for the current YTD was $137 million compared to $259 million for the prior YTD. The $122 million decrease was mainly due to an $82 million ALLL reserve release in the current YTD compared to $4 million in the prior YTD and a decline in net charge-offs of $44 million. The current YTD ALLL reserve release of $82 million is addressed in the summary above, which discusses the reserve releases of $74 million and $8 million for the current and linked quarters, respectively.
Previous report
Noninterest income for the current quarter was $776 million, an increase of $84 million or 12% from $692 million for the linked quarter, primarily due to the following:
Previous report
•The increase of $12 million in the fair value of marketable equity securities was due to higher market prices for the underlying securities.
Previous report
•The increase of $6 million in client investment fees was mostly due to higher transaction volumes and average balances.
Previous report
•Lending-related fees increased $4 million, mainly due to line of credit fees.
Previous report
•Deposit fees and service charges increased $4 million, largely attributable to overdraft fees.
Previous report
•The loss on extinguishment of debt for the current and linked quarters were due to continued prepayments of the Purchase Money Note.
Previous report
Noninterest income for the current YTD was $1.47 billion, an increase of $155 million or 12% from $1.31 billion for the prior YTD as further discussed below:
Previous report
•The increase of $70 million in other noninterest income was mainly attributable to a $34 million increase in the fair value of equity warrants discussed above, a $17 million gain on sale of tax credit investments, a $10 million increase in other real estate owned (“OREO”) income due to a write down in the prior YTD, and a $6 million increase in derivative fee income largely due to higher commercial client transaction volumes.
Previous report
•The $21 million increase in the fair value of marketable equity securities was due to higher market prices for the underlying securities.
Previous report
•The increase of $8 million in other noninterest expense was largely driven by the timing of charitable contributions.
Previous report
•The increases above were partially offset by a decrease of $25 million in personnel cost, largely driven by lower incentive compensation and seasonal declines as employees reach annual benefit limits, partly tempered by merit increases, one additional payroll day, and higher health insurance claims.
Previous report
Noninterest expense for the current YTD was $3.09 billion, an increase of $94 million or 3% from $2.99 billion for the prior YTD as further discussed below:
Previous report
•The decrease in other noninterest expense of $27 million was largely attributable to the prior YTD, which included accruals totaling $15 million resulting from a vendor dispute and an increase in litigation reserves.
Previous report
The effective income tax rate (“ETR”) was 24.5% for the current quarter compared to 24.3% for the linked quarter. The ETRs were 24.4% and 24.9% for the six months ended June 30, 2026 and 2025, respectively. The decrease in the ETR compared to the prior YTD was primarily due to higher tax credit benefits for 2026.
Previous report
•The $37 million increase in provision for credit losses was mostly due to an ALLL reserve release in the linked quarter, partially offset by lower net charge-offs in the current quarter.
Previous report
•The $15 million increase in noninterest income was primarily due to higher gains on loan sales, including a gain on the SBA Securitization, deposit fees and service charges, and wealth management services.
Previous report
•The $6 million increase in NII was mostly due to a modest increase in loan yield.
Previous report
General Bank segment loans were $64.36 billion at June 30, 2026, a modest decline of $12 million or less than 1% compared to $64.37 billion at March 31, 2026.
Previous report
General Bank segment deposits were $75.72 billion at June 30, 2026, a marginal decrease of $196 million or less than 1% compared to $75.91 billion at March 31, 2026.
Previous report
•The $12 million increase in provision for credit losses was largely due to higher net charge-offs, partially offset by a lower ALLL reserve build.
Previous report
•The $20 million increase in NII was largelydue to a higher yield on loans and a lower rate paid on interest-bearing deposits.
Showing the first 40 of 56 passages. Open the source sections for the rest.
Reworded paragraphs (179)
Previous wording
On October 16, 2025, FCB announced the BMO Branch Acquisition to acquire 138 branches from BMO Bank N.A. located throughout the Midwest, Great Plains and West regions of the U.S. We expect to assume approximately $5.3 billion in deposits and acquire approximately $700 million in loans. We expect the transaction to be completed during the third quarter of 2026.
Current wording
On September 4, 2026 (the “BMO Branch Acquisition Date”), FCB completed its previously announced acquisition of 138 branches from BMO Bank N.A. located throughout the Midwest, Great Plains and West regions of the U.S. (the “BMO Branch Acquisition”). In connection with the BMO Branch Acquisition, FCB assumed $4.86 billion in deposits and acquired $643 million in loans. Refer to Note 2—Business Combinations for further details.
Previous wording
During the second quarter of 2026, we repurchased 298,907 shares of our Class A common stock for $600 million and paid a dividend of $2.10 per share on our Class A and Class B common stock. Shares repurchased during the second quarter of 2026 represented 2.80% of Class A common stock and 2.56% of total Class A and Class B common stock outstanding at March 31, 2026. From inception of the 2024 share repurchase program (“2024 SRP”) through June 30, 2026, we repurchased 3,141,855 shares of our Class A common stock for $6.19 billion, representing 23.23% of Class A common stock and 21.62% of total Class A and Class B common stock outstanding as of June 30, 2024.
Current wording
During the third quarter of 2026, we repurchased 278,828 shares of our Class A common stock for $600 million under BancShares’ Share Repurchase Program announced in July 2025 (the “2025 SRP”) and paid a dividend of $2.10 per share on our Class A and Class B common stock. Shares repurchased during the third quarter of 2026 represented 2.68% of Class A common stock and 2.45% of total Class A and Class B common stock outstanding at June 30, 2026. From inception of the 2024 share repurchase program through September 30, 2026, we repurchased 3,420,683 shares of our Class A common stock for $6.79 billion, representing 25.29% of Class A common stock and 23.54% of total Class A and Class B common stock outstanding as of June 30, 2024.
Previous wording
From July 1, 2026 through July 31, 2026, BancShares repurchased an additional 97,287 shares of Class A common stock for a total of $206 million and had total capacity remaining under the current share repurchase program (the “2025 SRP”) of $1.11 billion as of July 31, 2026.
Current wording
From October 1, 2026 through October 31, 2026, BancShares repurchased an additional 47,713 shares of Class A common stock for a total of $103 million and had total capacity remaining under the 2025 SRP of $608 million as of October 31, 2026.
Previous wording
Refer to Part II, Item 2. Unregistered Sales of Equity Securities and Use of Proceeds for second quarter 2026 monthly repurchase activity of Class A common stock.
Current wording
Refer to Part II, Item 2. Unregistered Sales of Equity Securities and Use of Proceeds for third quarter 2026 monthly repurchase activity of Class A common stock.
Previous wording
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.
Current wording
The Parent Company issued and sold 7.500% non-cumulative perpetual preferred stock, series F for a total of $300 million on September 14, 2026, and 6.625% non-cumulative perpetual preferred stock, series E for a total of $400 million on February 5, 2026. Refer to Note 13—Stockholders' Equity for further information, including depositary shares and liquidation preference.
Previous wording
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 $28.42 billion and $33.39 billion at June 30, 2026 and December 31, 2025, respectively. During the current quarter, we prepaid $2.50 billion of the Purchase Money Note which resulted in a $7 million loss on extinguishment of debt. During the six months ended June 30, 2026, we prepaid $5.00 billion of the Purchase Money Note which resulted in a $15 million loss on extinguishment of debt. The outstanding balance of the Purchase Money Note declined from $35.85 billion at September 30, 2025 to $28.42 billion at June 30, 2026. Additionally, we prepaid $1.00 billion in July 2026. We will continue to monitor the interest rate environment, FCB’s collateral position for the Purchase Money Note, and FCB’s liquidity position to determine the timing and magnitude of further voluntary prepayments. We expect monthly prepayments to be at least $500 million throughout 2026. In the third quarter of 2026, we expect total prepayments of $6 billion to $8 billion, largely driven by expected liquidity from the BMO Branch Acquisition (as defined in Note 2—Business Combinations).
Current wording
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 $20.45 billion and $33.39 billion at September 30, 2026 and December 31, 2025, respectively. During the three months ended September 30, 2026, we prepaid $8.00 billion of the Purchase Money Note which resulted in a $19 million loss on extinguishment of debt. Prepayments in the quarter were largely driven by liquidity from the BMO Branch Acquisition. During the nine months ended September 30, 2026, we prepaid $13.00 billion of the Purchase Money Note which resulted in a $34 million loss on extinguishment of debt. The outstanding balance of the Purchase Money Note declined from $35.85 billion at September 30, 2025 to $20.45 billion at September 30, 2026. Additionally, we prepaid $1.50 billion in October 2026. We will continue to monitor the interest rate environment, FCB’s collateral position for the Purchase Money Note, and FCB’s liquidity position to determine the timing and magnitude of further voluntary prepayments. We expect prepayments in the range of $3.5 billion to $4.0 billion per quarter, and are planning to fully repay the Purchase Money Note by December 31, 2027.
Previous wording
•On June 24, 2026, FCB issued and sold $750 million aggregate principal amount of its 5.097% Fixed-to-Floating Rate Senior Notes due in 2029 (the “Current Quarter Debt Issuance”).
Current wording
•On June 24, 2026, FCB issued and sold $750 million aggregate principal amount of its 5.097% Fixed-to-Floating Rate Senior Notes due in 2029.
Previous wording
•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.
Current wording
•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.
Previous wording
On June 29, 2026, we completed the SBA Securitization (as defined in Note 9—Variable Interest Entities) of SBA commercial loans held for sale totaling $363 million in amortized cost, resulting in a gain of $3 million.
Current wording
On June 29, 2026, we completed the SBA Securitization (as defined in Note 9—Variable Interest Entities) of Small Business Administration (“SBA”) commercial loans held for sale totaling $363 million in amortized cost, resulting in a gain of $3 million.
Previous wording
On April 23, 2026, FCB announced plans to expand its commercial banking capabilities and align brand names in the fourth quarter of 2026. Silicon Valley Bank (“SVB”), a division of FCB, will rebrand as First Citizens Innovation Banking and First Citizens Fund Banking. CIT Commercial Services and the Silicon Valley Bank Wine division will rebrand as FCB.
Current wording
On April 23, 2026, FCB announced plans to expand its commercial banking capabilities and align brand names in the fourth quarter of 2026. In early October, Silicon Valley Bank, a division of FCB, was rebranded as First Citizens Innovation Banking and First Citizens Fund Banking. In addition, the Silicon Valley Bank Wine division was rebranded as FCB and in November, CIT Commercial Services will also rebrand under FCB.
Previous wording
Economic conditions reflected heightened uncertainty in 2026, as inflationary pressures, due in part to global energy constraints related to the conflicts in the Middle East, contributed to market volatility. We continue to monitor these developments and the broader macroeconomic environment; however, the ultimate effects remain uncertain and dependent on future events.
Current wording
Economic conditions reflected heightened uncertainty in 2026, as inflationary pressures, due in part to global energy constraints related to the conflicts in the Middle East, including the ongoing conflict with Iran, contributed to market volatility. We continue to monitor these developments and the broader macroeconomic environment; however, the ultimate effects remain uncertain and dependent on future events.
Previous wording
Entering 2026, the benchmark federal funds range was between 3.50% - 3.75%. During the 2026 Federal Open Market Committee meetings through July, the benchmark federal funds rate was left unchanged.
Current wording
Entering 2026, the benchmark federal funds range was between 3.50% - 3.75%. The benchmark federal funds rate was left unchanged until the September 2026 meeting, during which the Federal Open Market Committee (the “FOMC”) raised the benchmark federal funds rate by a quarter percentage point, to a range of 3.75% - 4.00%. The FOMC left the benchmark federal funds rate unchanged during its October 2026 meeting.
Previous wording
The U.S. government announced changes to its trade policies in 2025 and significantly increased tariffs on certain imports under emergency authorities, including the International Emergency Economic Powers Act (the “IEEPA”). In February 2026, the Supreme Court ruled that the IEEPA does not authorize the President to impose tariffs. The current tariff environment remains dynamic and uncertain, including with respect to replacement measures under other legal authorities. We continue to closely monitor both the impact and potential impact of such measures on our business, our customers and on overall economic conditions in the United States.
Current wording
The U.S. government announced changes to its trade policies in 2025 and significantly increased tariffs on certain imports under emergency authorities, including the International Emergency Economic Powers Act (the “IEEPA”). In February 2026, the Supreme Court ruled that the IEEPA does not authorize the President to impose tariffs. The Supreme Court’s ruling has given rise to refund claims for tariffs previously paid under the IEEPA, and the U.S. government responded with replacement measures under other legal authorities. The current tariff environment remains dynamic and uncertain. We continue to closely monitor both the impact and potential impact of such measures on our business, our customers and on overall economic conditions in the United States.
Previous wording
On March 19, 2026, federal banking regulators issued revised notices of proposed rulemaking to implement the final components of the Basel III accords (the “Basel III proposals”). The proposals include revisions and streamlining of the expanded risk-based approach (the “ERBA”). The proposals require the ERBA for Category I and Category II firms and allow all other banking organizations, including Category III and Category IV firms, to elect the ERBA. The proposals include a revised standardized approach for calculating risk-weighted assets applicable to all other banking organizations, including Category III and Category IV firms, that do not elect the ERBA. These proposals are expected to decrease risk-weighted assets in aggregate for the banking industry. The proposals also require Category III and Category IV firms to recognize most aspects of accumulated other comprehensive income (“AOCI”) in regulatory capital. The comment period closed on June 18, 2026. We will continue to monitor further developments regarding the proposals and assess potential impacts to our regulatory capital requirements, including enhanced capital flexibility.
Current wording
On March 19, 2026, federal banking regulators issued revised notices of proposed rulemaking to implement the final components of the Basel III accords (the “Basel III proposals”). The proposals include a new expanded risk-based approach (the “ERBA”). The proposals require the ERBA for Category I and Category II firms and allow all other banking organizations, including Category III and Category IV firms, to elect the ERBA. The proposals include a revised standardized approach for calculating risk-weighted assets applicable to all other banking organizations, including Category III and Category IV firms, that do not elect the ERBA. These proposals are expected to decrease risk-weighted assets in aggregate for the banking industry. The proposals also require Category III and Category IV firms to recognize most aspects of accumulated other comprehensive income (“AOCI”) in regulatory capital. The comment period closed on June 18, 2026. As of September 2026, the federal banking agencies have not issued final rules, and the timing, final calibration, and impact of the proposed capital framework, including the ERBA, remain uncertain. We will continue to monitor further developments regarding the proposals and assess potential impacts to our regulatory capital requirements, including enhanced capital flexibility.
Previous wording
The following tables in this MD&A include financial data for the three months ended June 30, 2026 (the “current quarter”), March 31, 2026 (the “linked quarter”) and June 30, 2025 (the “prior year quarter”), along with the six months ended June 30, 2026 (“current YTD”), and the six months ended June 30, 2025 (“prior YTD”). In accordance with Item 303(c) of Regulation S-K, we focus our discussion of quarterly results of operations on changes compared to the linked quarter for the narrative discussion and analysis as we believe this provides investors and other users of our data with the most relevant information.
Current wording
The following tables in this MD&A include financial data for the three months ended September 30, 2026 (the “current quarter”), June 30, 2026 (the “linked quarter”) and September 30, 2025 (the “prior year quarter”), along with the nine months ended September 30, 2026 (“current YTD”), and the nine months ended September 30, 2025 (“prior YTD”). In accordance with Item 303(c) of Regulation S-K, we focus our discussion of quarterly results of operations on changes compared to the linked quarter for the narrative discussion and analysis as we believe this provides investors and other users of our data with the most relevant information.
Previous wording
We focus the discussion of our financial position by comparing balances as of June 30, 2026 to December 31, 2025, however the tables also provide linked quarter balances. Percent changes within this MD&A are based on unrounded amounts and may not recalculate precisely using the displayed rounded amounts.
Current wording
We focus the discussion of our financial position by comparing balances as of September 30, 2026 to December 31, 2025, however the tables also provide linked quarter balances. Certain of these comparisons will be impacted by the BMO Branch Acquisition. Percent changes within this MD&A are based on unrounded amounts and may not recalculate precisely using the displayed rounded amounts.
Previous wording
(2)Net interest margin (“NIM”), excluding purchase accounting accretion or amortization (“PAA”), is a non-GAAP financial measure. Refer to the “Net Interest Income (“NII”), NIM, and Interest Income on Loans and Leases, Excluding PAA” discussion in the “Non-GAAP Financial Measurements” section of this MD&A for a reconciliation from the most comparable GAAP measure to the non-GAAP measure.
Current wording
(2)Net interest margin (“NIM”), excluding purchase accounting accretion or amortization (“PAA”), is a non-GAAP financial measure. Refer to the “Net Interest Income (“NII”), NIM, and Interest Income on Loans and Leases, Excluding PAA” discussion in the “Non-GAAP Financial Measurements” section of this MD&A for a reconciliation from the most directly comparable GAAP measure to the non-GAAP measure.
Previous wording
•Net income for the current quarter was$672 million, an increase of $138 million or 26% from$534 million for the linked quarter. Net income available to common stockholders for the current quarter was $640 million, an increase of $132 million or 26% from $508 million for the linked quarter. Earnings per basic and diluted common share for the current quarter were $55.52, increases from $42.63 for the linked quarter. The increases in net income and net income available to common stockholders were due to lower provision for credit losses and higher noninterest income and NII, partially offset by higher noninterest expense and income tax expense, as discussed below.
Current wording
•Net income for the current quarter was$606 million, a decrease of $66 million or 10% from$672 million for the linked quarter. Net income available to common stockholders for the current quarter was $577 million, a decrease of $63 million or 10% from $640 million for the linked quarter. Earnings per basic and diluted common share for the current quarter were $51.23, decreases from $55.52 for the linked quarter. The decreases in net income and net income available to common stockholders were due to higher provision for credit losses, lower noninterest income and higher noninterest expense, partially offset by higher NII and lower income tax expense, as discussed below.
Previous wording
◦PAA for the current quarter was $48 million, an increase of $9 million from $39 million for the linked quarter. NIM, excluding PAA(1) was 3.01% for the current and linked quarters.
Current wording
◦PAA for the current quarter was $44 million, a decrease of $4 million from $48 million for the linked quarter. NIM, excluding PAA(1) was 2.99% and 3.01% for the current and linked quarters, respectively.
Previous wording
•Noninterest expensefor the current quarter was $1.55 billion, an increase of $15 million or 1% from $1.54 billion for thelinked quarter, mainly due to increases of $15 million in marketing expense, $8 million in other noninterest expense, $7 million in third-party processing fees and $5 million in equipment expense, partially offset by a decrease in personnel cost of $25 million.
Current wording
•Noninterest expensefor the current quarter was $1.57 billion, an increase of $22 million or 2% from $1.55 billion for thelinked quarter, mainly due to increases of $19 million in other noninterest expense, $12 million in third-party processing fees and $10 million in acquisition-related expenses, partially offset by decreases of $8 million in equipment expense, and $5 million in marketing expense.
Previous wording
•Benefit for credit losses was $10 million for the current quarter, compared to a provision for credit losses of $72 million for the linked quarter. The current quarter included a provision for loan and lease losses of $34 million that was more than offset by a benefit for off-balance sheet credit exposure of $44 million.
Current wording
•Provision for credit losses was $55 million for the current quarter, compared to a benefit for credit losses of $10 million for the linked quarter. The current quarter primarily included a provision for loan and lease losses of $50 million and a provision for off-balance sheet credit exposure of $6 million.
Previous wording
▪The $74 million allowance for loan and lease losses (“ALLL”) reserve release in the current quarter was largely driven by lower specific reserves, improvements in credit quality including updates to certain models used to estimate the allowance as further discussed in the “Risk Management—Credit Risk—ALLL Methodology” section of this MD&A, changes in the macroeconomic scenarios, and growth concentrated in capital call lines which have a significantly lower loss rate relative to our other loan portfolios.
Current wording
▪The $74 million ALLL release in the linked quarter was largely driven by lower specific reserves, improvements in credit quality including updates to certain models used to estimate the allowance, changes in the macroeconomic scenarios, and growth concentrated in capital call lines.
Previous wording
•Return on average assets for the current quarter was 1.15%, an increase of 22 bps from 0.93% for thelinked quarter due to theincrease in net income explained above.
Current wording
•Return on average assets for the current quarter was 1.00%, a decrease of 15 bps from 1.15% for thelinked quarter due to thedecrease in net income explained above.
Previous wording
•Net income for the current YTD was $1.21 billion, an increase of $148 million or 14% from $1.06 billion for theprior YTD. Net income available to common stockholders for the current YTD was $1.15 billion, an increase of $119 million or 12% from $1.03 billion for theprior YTD. Earnings per basic and diluted common share for the current YTD were $97.95, increases from $76.73 for theprior YTD. The increases in net income and net income available to common stockholders were due to lower provision for credit losses and higher noninterest income, partially offset by lower NII and higher noninterest expense, as further discussed below.
Current wording
•Net income for the current YTD was $1.81 billion, an increase of $186 million or 12% from $1.63 billion for theprior YTD. Net income available to common stockholders for the current YTD was $1.73 billion, an increase of $142 million or 9% from $1.58 billion for theprior YTD. Earnings per basic and diluted common share for the current YTD were $149.14, increases from $119.70 for theprior YTD. The increases in net income and net income available to common stockholders were due to lower provision for credit losses and higher noninterest income, partially offset by higher noninterest expense and lower NII, as further discussed below.
Previous wording
•NII for the current YTD was $3.28 billion, a decrease of $81 million or 2% from $3.36 billion for the prior YTD. NIM was 3.09% for the current YTD and 3.26% for theprior YTD, a decrease of 17 bps. The decreases in NII and NIM were mainly due to a lower yield on loans, lower yields on and average balances of interest-earning deposits at banks and investment securities, lower PAA, and a higher average balance of interest-bearing deposits, partially offset by the impacts of a higher average balance of loans, a decline in the rate paid on interest-bearing deposits, and a decline in the average balance of borrowings due to continued prepayments on the Purchase Money Note.
Current wording
•NII for the current YTD was $4.98 billion, a decrease of $116 million or 2% from $5.09 billion for the prior YTD. NIM was 3.09% for the current YTD and 3.26% for theprior YTD, a decrease of 17 bps. The decreases in NII and NIM were mainly due to a lower yield on loans, lower yields on and lower average balances of interest-earning deposits at banks and investment securities, lower PAA, and a higher average balance of interest-bearing deposits, partially offset by the impacts of a higher average balance of loans, a decline in the rate paid on interest-bearing deposits, and a decline in the average balance of borrowings, largely due to continued prepayments on the Purchase Money Note.
Previous wording
◦PAA for the current YTD was $87 million, a decrease of $55 million from $142 million for the prior YTD. NIM, excluding PAA(1) was 3.01% for the current YTD, a decrease of 12 bps from 3.13% for the prior YTD.
Current wording
◦PAA for the current YTD was $131 million, a decrease of $71 million from $202 million for the prior YTD. NIM, excluding PAA(1) was 3.00% for the current YTD, a decrease of 13 bps from 3.13% for the prior YTD.
Previous wording
•Noninterest income for the current YTD was $1.47 billion, an increase of $155 million or 12% from $1.31 billion for the prior YTD, largely due to increases in other noninterest income of $70 million, deposit fees and service charges of $27 million, a favorable change of $21 million in the fair value of marketable equity securities, along with higher rental income on operating lease equipment of $19 million, and increases of $12 million in the gain on sale of leasing equipment and $10 million in wealth management services.
Current wording
•Noninterest income for the current YTD was $2.20 billion, an increase of $190 million or 10% from $2.01 billion for the prior YTD, largely due to increases in other noninterest income of $65 million, deposit fees and service charges of $42 million, rental income on operating lease equipment of $34 million, realized gain on sale of investment securities of $28 million, and lending-related fees of $23 million.
Previous wording
•Noninterest expensefor the current YTD was $3.09 billion, an increase of $94 million or 3% from $2.99 billion for the prior YTD, mainly due to increases in personnel cost of $85 million, third-party processing fees of $67 million, maintenance and other operating lease expenses of $19 million, marketing expense of $11 million, and equipment expense of $10 million, partially offset by decreases in acquisition-related expenses of $67 million and other noninterest expense of $27 million.
Current wording
•Noninterest expensefor the current YTD was $4.66 billion, an increase of $176 million or 4% from $4.48 billion for the prior YTD, mainly due to increases in third-party processing fees of $112 million, personnel cost of $110 million, maintenance and other operating lease expenses of $18 million, and marketing expense of $18 million, partially offset by decreases in acquisition-related expenses of $77 million and other noninterest expense of $7 million.
Previous wording
•Provision for credit losses for the current YTD was $62 million, a decrease of $207 million or 77% from $269 million for the prior YTD. The current YTD included a provision for loan and lease losses of $137 million, partially offset by a benefit for off-balance sheet credit exposure of $76 million.
Current wording
•Provision for credit losses for the current YTD was $117 million, a decrease of $343 million or 75% from $460 million for the prior YTD. The current YTD included a provision for loan and lease losses of $187 million, partially offset by a benefit for off-balance sheet credit exposure of $70 million.
Previous wording
◦The benefit for off-balance sheet credit exposure for the current YTD was $76 million compared to a provision for the prior YTD of $10 million, resulting in a decrease in provision of $86 million, primarily due to the model updates discussed above in the “Current Quarter Income Statement Highlights” section of this MD&A and changes in the macroeconomic scenarios.
Current wording
◦The benefit for off-balance sheet credit exposure for the current YTD was $70 million compared to a benefit for the prior YTD of $13 million, resulting in a decrease in provision of $57 million, primarily due to the model updates discussed above in the “Current Quarter Income Statement Highlights” section of this MD&A and changes in the macroeconomic scenarios.
Previous wording
•Income tax expense for the current YTD was $390 million, an increase of $39 million from $351 million for the prior YTD, largely due to higher income before income taxes.
Current wording
•Income tax expense for the current YTD was $589 million, an increase of $55 million from $534 million for the prior YTD, largely due to higher income before income taxes.
Previous wording
•Return on average assets for the current YTD was 1.04%, an increase of 10 bps from 0.94% for theprior YTD due to the increase in net income explained above.
Current wording
•Return on average assets for the current YTD was 1.02%, an increase of 7 bps from 0.95% for theprior YTD due to the increase in net income explained above.
Previous wording
•Loans and leases at June 30, 2026 were $151.03 billion, an increase of $3.10 billion or 2% from $147.93 billion at December 31, 2025. Commercial Bank segment loan growth of $3.73 billion, mainly concentrated in Global Fund Banking, was partially offset by a decrease in General Bank segment loans of $603 million, largely due to the $363 million in amortized cost of SBA commercial loans sold in the SBA Securitization.
Current wording
•Loans and leases at September 30, 2026 were $157.19 billion, an increase of $9.26 billion or 6% from $147.93 billion at December 31, 2025, primarily due to Commercial Bank segment loan growth of $9.21 billion, mainly concentrated in Fund Banking and Innovation Banking, partially offset by a decline in Commercial Finance.
Previous wording
•Investment securities at June 30, 2026 were $43.56 billion, an increase of $1.99 billion or 5% from $41.56 billion at December 31, 2025, as purchases of available for sale U.S. treasury securities were partially offset by maturities and paydowns.
Current wording
•Investment securities at September 30, 2026 were $44.88 billion, an increase of $3.31 billion or 8% from $41.56 billion at December 31, 2025, as purchases of available for sale U.S. Treasury securities were partially offset by sales, maturities and paydowns.
Previous wording
•Borrowingsat June 30, 2026 were $32.19 billion, a decrease of $3.82 billion or 11% from $36.01 billion at December 31, 2025. The decrease was primarily due to prepayments of $5.00 billion on the Purchase Money Note, partially offset by debt issuances of $1.25 billion.
Current wording
•Borrowingsat September 30, 2026 were $24.47 billion, a decrease of $11.54 billion or 32% from $36.01 billion at December 31, 2025. The decrease was primarily due to prepayments of $13.00 billion on the Purchase Money Note, partially offset by the 2026 Debt Issuances.
Previous wording
•The ALLL was $1.48 billion at June 30, 2026, compared to $1.57 billion at December 31, 2025, resulting in an ALLL reserve release of $82 million for the current YTD as further discussed above in the “YTD Income Statement Highlights” section of this MD&A. The ALLL as a percentage of loans was 0.98% at June 30, 2026, a decrease of 8 bps from 1.06% at December 31, 2025.
Current wording
•The ALLL was $1.44 billion at September 30, 2026, compared to $1.57 billion at December 31, 2025, resulting in an ALLL release of $130 million as further discussed above in the “YTD Income Statement Highlights” section of this MD&A. The ALLL as a percentage of loans was 0.91% at September 30, 2026, a decrease of 15 bps from 1.06% at December 31, 2025.
Previous wording
•Interest-earning deposits at banks were $21.13 billion at June 30, 2026, an increase of $1.33 billion compared to $19.80 billion at December 31, 2025, a function of the balance sheet trends discussed above.
Current wording
•Interest-earning deposits at banks were $18.29 billion at September 30, 2026, a decrease of $1.51 billion compared to $19.80 billion at December 31, 2025, a function of the balance sheet trends discussed above.
Previous wording
•At June 30, 2026, BancShares remained well capitalized with a total risk-based capital ratio of 13.37%, a Tier 1 risk-based capital ratio of 11.73%, a Common Equity Tier 1 (“CET1”) ratio of 10.77% and a Tier 1 leverage ratio of 9.22%.
Current wording
•At September 30, 2026, BancShares remained well capitalized with a total risk-based capital ratio of 12.90%, a Tier 1 risk-based capital ratio of 11.32%, a Common Equity Tier 1 ratio of 10.24% and a Tier 1 leverage ratio of 9.00%.
Previous wording
We primarily fund our business through deposits. Deposits represented 84% of total funding at June 30, 2026.
Current wording
We primarily fund our business through deposits, which represented 88% of total funding at September 30, 2026.
Previous wording
•Corporate deposit growth of $6.77 billion was primarily due to Direct Bank and brokered deposit growth of $3.42 billion and $3.32 billion, respectively. We utilized brokered deposits more prevalently in 2026 as rates were favorable relative to Direct Bank deposits. We will continue to monitor the rate environments for brokered and Direct Bank deposits to determine the target growth for these deposit channels.
Current wording
•Corporate deposit growth of $11.48 billion was primarily due to Direct Bank and brokered deposit growth of $6.63 billion and $4.65 billion, respectively. We utilized brokered deposits more prevalently in 2026 as rates were more favorable relative to Direct Bank deposits. We will continue to monitor the rate environments for brokered and Direct Bank deposits to determine the target growth for these deposit channels.
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Rearranged current paragraphs (3)
Current report — wording carried from elsewhere
•The increase of $8 million in rental income on operating lease equipment was mainly the result of growth in the railcar portfolio, positive repricing, and increased utilization.
Current report — wording carried from elsewhere
(1)Adjusted rental income on operating lease equipment is a non-GAAP measure. Refer to the “Non-GAAP Financial Measurements” section of this MD&A for a reconciliation from the most directly comparable GAAP measure to the non-GAAP measure.
Current report — wording carried from elsewhere
Allowance for Loan and Lease Losses
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
•Third-party processing fees and equipment expense increased $67 million and $10 million, respectively, as we advanced our long-term digital infrastructure dedicated to data center modernization and enhanced client-facing capabilities.
Previous report — wording carried elsewhere
Commercial Bank segment net income for the current quarter increased $137 million compared to the linked quarter, primarily due to a benefit for credit losses, higher noninterest income, and lower noninterest expense.