Form SCHEDULE 13D/A FIRST CITIZENS BANCSHARE Filed by: HOLDING FRANK B JR
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
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First Citizens BancShares, Inc. (Name of Issuer) |
Class A Common Stock, $1.00 Par Value (Title of Class of Securities) |
(CUSIP Number) |
E. Knox Proctor V Ward and Smith, P.A., 1001 College Court New Bern, NC, 28562 (252) 672-5427 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/06/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Frank B. Holding, Jr. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF, AF, SC, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
589,305.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
5.52 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Hope H. Bryant | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF, AF, SC, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
349,311.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
3.27 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Olivia B. Holding | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF, AF, SC, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
916,649.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.59 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Claire H. Bristow | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF, AF, SC, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
513,415.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.81 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Carson H. Brice | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF, AF, SC, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
296,883.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
2.78 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, $1.00 Par Value | |
| (b) | Name of Issuer:
First Citizens BancShares, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
4300 Six Forks Road, Raleigh,
NORTH CAROLINA
, 27609. | |
Item 1 Comment:
This Amendment No. 8 amends and restates the Reporting Persons' joint Schedule 13D to (1) report a material increase in the percentage of shares of the Issuer's Class A Common Stock that may be deemed to be beneficially owned by Olivia B. Holding, as reported in the previous amendment, as a result, primarily, of Issuer repurchases of shares of that class, and the resulting decrease in the number of outstanding shares of the class, since the date of the previous amendment, and (2) reflect increases in the percentages of the outstanding shares of the class beneficially owned by each of the other Reporting Persons resulting from those Issuer repurchases, and changes in all of the Reporting Persons' beneficial ownership resulting from acquisitions and dispositions of shares, since the date of the previous amendment. | ||
| Item 2. | Identity and Background | |
| (a) | This statement is filed jointly by Frank B. Holding, Jr., Hope H. Bryant, Olivia B. Holding, Claire H. Bristow, and Carson H. Brice. The Reporting Persons are members of the same family, but each of them disclaims membership in a group. | |
| (b) | The Reporting Persons' addresses are listed in Exhibit A attached to this Schedule 13D/A. | |
| (c) | The Reporting Persons' principal occupations are listed in the Exhibit A attached to this Schedule 13D/A. | |
| (d) | No | |
| (e) | No | |
| (f) | United States of America | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
The Shares of the Issuer's Class A Common Stock held individually by the Reporting Persons, respectively, were acquired in part through gifts from their parents, Frank B. Holding and Ella Ann L. Holding, in part with their personal funds, in part in exchange for their shares of First Citizens Bancorporation, Inc. ("Bancorp") upon its merger into the Issuer effective October 1, 2014 (the "Bancorp Merger"), and in part, directly or indirectly, from or through the estate of their father, Frank B. Holding. Shares held by their children and grandchildren were acquired in part through gifts from them and Frank B. Holding and Ella Ann L. Holding and in part in connection with the Bancorp Merger. Shares held by the various entities listed in the tables below were acquired by those entities in part with their separate funds or, in the case of the two charitable foundations, contributions by Lewis R. Holding and Frank B. and Ella Ann L. Holding, and in part in connection with the Bancorp Merger. In connection with the Bancorp Merger, each of the Reporting Persons, their children and the various entities, as shareholders of Bancorp, received shares of the Issuer's Class A Common Stock in exchange for shares of common stock of Bancorp they held at the time of the Bancorp Merger. | ||
| Item 4. | Purpose of Transaction | |
Frank B. Holding, Jr., Hope H. Bryant, and Claire H. Bristow's spouse, Peter M. Bristow, each serve as executive officers and directors of the Issuer and, therefore, participate with the Issuer's management and Board of Directors in making policy and considering and taking action on significant corporate events involving the Issuer. Olivia B. Holding, Carson H. Brice, and Claire H. Bristow are the siblings of Frank B. Holding, Jr., and Hope H. Bryant, and do not participant in the management or policy-making functions of the Issuer. Shares of the Issuer's Class A Common Stock beneficially owned by each of the Reporting Persons and by each of the other individuals and entities named in the tables below are held as described below for investment purposes. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The aggregate number of shares of Class A Common Stock that is, or may be deemed to be, beneficially owned by each Reporting Person, and the percentages of outstanding shares of Class A Common Stock as of April 6, 2026, represented by those shares, are listed below.
Frank B. Holding Jr. - Mr. Holding is, or may be deemed to be, the beneficial owner of an aggregate of 589,305 shares of Class A Common Stock, amounting to 5.52% of the outstanding Class A Common Stock, as further described in Exhibit B to this Schedule 13D/A.
Hope H. Bryant - Mrs. Bryant is, or may be deemed to be, the beneficial owner of an aggregate of 349,311 shares of Class A Common Stock, amounting to 3.27% of the outstanding Class A Common Stock, as further described in Exhibit B to this Schedule 13D/A.
Olivia B. Holding - Ms. Holding is, or may be deemed to be, the beneficial owner of an aggregate of 916,649 shares of Class A Common Stock, amounting to 8.59% of the outstanding Class A Common Stock, as further described in Exhibit B to this Schedule 13D/A.
Claire H. Bristow - Mrs. Bristow is, or may be deemed to be, the beneficial owner of an aggregate of 513,415 shares of Class A Common Stock, amounting to 4.81% of the outstanding Class A Common Stock, as further described in Exhibit B to this Schedule 13D/A.
Carson H. Brice - Mrs. Brice is, or may be deemed to be, the beneficial owner of an aggregate of 296,883 shares of Class A Common Stock, amounting to 2.78% of the outstanding Class A Common Stock, as further described in Exhibit B to this Schedule 13D/A.
In the aggregate, the Reporting Persons may be considered to beneficially own 2,665,563 shares of Class A Common Stock, or approximately 24.98% of the outstanding shares of that class. Certain entities in which certain of the Reporting Persons are shareholders and serve as directors hold 466,532 shares of Class A Common Stock, or approximately 4.37% of the outstanding shares of the class. Each of the Reporting Persons disclaims voting and dispositive power with respect to the shares held by those entities. In addition to the shares of Class A Common Stock listed for them in Exhibit B, the Reporting Persons may be considered to beneficially own, in the aggregate, approximately 60.98% of the outstanding shares of the Issuer's Class B Common Stock, which is a separate class of common stock, and 0.80% of the Issuer's outstanding Depositary Shares, and certain entities in which certain of the Reporting Persons are shareholders and serve as directors hold approximately 2.70% of the outstanding shares of Class B Common Stock and 2.89% of the outstanding Depositary Shares. Each of the Reporting Persons disclaims beneficial ownership of the shares held by those entities. | |
| (b) | Listings of shares of Class A Common Stock with respect to which each Reporting Person has, or may be deemed to have, sole and/or shared power to vote or direct the voting, or to dispose or direct the disposition, are contined in Exhibit B to this Schedule 13D/A. | |
| (c) | Descriptions of transactions effected during the past 60 days by each of the Reporting Persons are contained in Exhibit C to this Schedule 13D/A. | |
| (d) | Descriptions of the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Class A Common Stock each Reporting Person may be considered to beneficially own is contained in Exhibit D to this Schedule 13D/A. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Certain of the Reporting Persons have pledged shares of the Class A Common Stock listed above as beneficially owned by them to secure personal lines of credit and other personal borrowings unrelated to their acquisition of the Issuer's stock. Further description of the pledged shares is contained in Exhibit E to this Schedule 13D/A. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit A - Addresses and Principal Occupations
Exhibit B - Number of Shares
Exhibit C - Transaction Descriptions
Exhibit D - Statement and Listing of Shareholders
Exhibit E - Pledged Shares
Exhibit F - Joint Filing Agreement (incorporated by reference to Exhibit A to the Reporting Persons' Amendment No. 2 dated October 1, 2014, to Schedule 13D regarding the Issuer's Class A Common Stock) | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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ATTACHMENTS / EXHIBITS