17 unchanged sentences
Based on management’s evaluation under the Framework, management of the Company has concluded the Company maintained effective internal control over financial reporting, as such term is defined in Securities Exchange Act of 1934 Rules 13a-15(f), as of December 31, 2025.
−Removed: BDO USA, LLP, an independent, registered public accounting firm, has audited the Company’s consolidated financial statements as of and for the year ended December 31, 2024, and audited the Company’s effectiveness of internal control over financial reporting as of December 31, 2024, as stated in their reports, which are included in Item 8 hereof.
+Added: Crowe LLP, an independent, registered public accounting firm, has audited the Company’s consolidated financial statements as of and for the year ended December 31, 2025, and audited the Company’s effectiveness of internal control over financial reporting as of December 31, 2025, as stated in their reports, which are included in Item 8 hereof.
Changes in Internal Controls
16 unchanged sentences
At December 31, 2025, the Company had one equity-based compensation plan, under which new grants of equity-based awards are possible.
−Removed: The following table presents information as of December 31, 2024 regarding shares of the Company’s stock that may be issued pursuant to the Company’s equity-based compensation plan.
−Removed: At December 31, 2024, the Company had no options, warrants or rights outstanding under any compensation plans.
−Removed: As discussed in Note 2 and Note 15, the options shown in the table below were assumed in conjunction with the GrandSouth acquisition.
+Added: The following table presents information as of December 31, 2025 regarding shares of the Company’s stock that may be issued pursuant to the Company’s equity-based compensation plans, including those plans that were assumed in conjunction with the GrandSouth acquisition.
+Added: As discussed in Note 2 and Note 15, the outstanding options shown in the table below were all assumed in conjunction with the GrandSouth acquisition.
As of December 31, 2025
12 unchanged sentences
Total 19,218 $ 18.89 1,826,655
−Removed: _________________
(1) Consists of the Company’s 2024 Equity Plan, which is currently in effect.
9 unchanged sentences
Management contracts, compensatory plans and arrangements are marked with an asterisk (*).
−Removed: 2.a Merger Agreement between First Bancorp and GrandSouth Bancorporation dated June 21, 2022 was filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed on June 21, 2022, and is incorporated herein by reference .
3.a Articles of Incorporation of the Company and amendments thereto were filed as Exhibits 3.a.i through 3.a.v to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2002 , and are incorporated herein by reference.
19 unchanged sentences
10.i Amended and Restated Employment Agreement by and among the Company and the Bank and Michael G.
−Removed: Mayer effective February 7, 2025 was filed as Exhibit 10.k to the Company's Current Report on Form 8-K filed on February 6, 2025 and is incorporated by reference.
+Added: Mayer effective February 7, 2025 was filed as Exhibit 10.k to the Company's Current Report on Form 8-K filed on February 6, 2025 and is incorporated herein by reference.
10.j Amendment to the First Bancorp Senior Management Supplemental Executive Retirement Plan dated March 11, 2014 was filed as Exhibit 10.aa to the Company's Annual Report on Form 10-K for the year ended December 31, 2013, and is incorporated herein by reference.
5 unchanged sentences
Adams Currie Jr.
−Removed: dated December 23, 2021 was filed as Exhibit 99.1 to the Company's Current Report on Form 8-K on December 23, 2021 and is incorporated by reference.
+Added: dated December 23, 2021 was filed as Exhibit 99.1 to the Company's Current Report on Form 8-K on December 23, 2021 and is incorporated herein by reference.
10.p Employment Agreement by and among the Company and the Bank and Elizabeth B.
−Removed: Bostian dated December 23, 2021 as filed as Exhibit 99.2 to the Company's Current Report on Form 8-K on December 23, 2021 and is incorporated by reference.
+Added: Bostian dated December 23, 2021 as filed as Exhibit 99.2 to the Company's Current Report on Form 8-K on December 23, 2021 and is incorporated herein by reference.
10.q Form of First Amendment to Employment and Change of Control Agreement entered into effective November 6, 2023 with each of its named executive officers was filed as Exhibit 10.a to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, and is incorporated herein by reference.
−Removed: 10.r First Bancorp 2024 Equity was filed as Exhibit 99.1 to the Company’s Registration Statement on Form S-8 filed on May 31, 2024 (Commission File No.
+Added: 10.r First Bancorp 2024 Equity Plan and form of Restricted Stock Awar d Agreement as filed as Exhibit 99.1 to the Company’s Registration Statement on Form S-8 filed on May 31, 2024 (Commission File No.
333-279858) and is incorporated herein by reference (*)
−Removed: 10.s Employment Agreement by and among the Company and the bank and Christian Wilson dated February 7, 2025 as filed as Exhibit 10.u to the Company's Current Report on Form 8-K on February 6, 2025 and is incorporated by reference (*)
+Added: 10.s Employment Agreement by and among the Company and the B ank and Christian Wilson dated February 7, 2025 as filed as Exhibit 10.u to the Company's Current Report on Form 8-K on February 6, 2025 and is incorporated by reference (*)
19.a Securities Law Compliance Policy
1 unchanged sentence
21 List of Subsidiaries of Registrant
+Added: 23.1 Consent of Independent Registered Public Accounting Firm, Crowe LLP
23.2 Consent of Independent Registered Public Accounting Firm, BDO USA, P.C.
14 unchanged sentences
Copies of exhibits are available upon written request to:
−Removed: First Bancorp, Investor Relations, 300 SW Broad Street, Southern Pines, North Carolina, 28387.
+Added: First Bancorp, Investor Relations, 101 North Spring Street, Greensboro, North Carolina, 27401.
Form 10-K Summary
23 unchanged sentences
February 25, 2026 February 25, 2026
−Removed: /s/ Mary Clara Capel
−Removed: /s/ Carlie C.
−Removed: Mary Clara Capel
+Added: Adam Currie /s/ Carlie C.
+Added: Director Carlie C.
February 25, 2026 February 25, 2026
3 unchanged sentences
February 25, 2026 February 25, 2026
−Removed: Randolph Potter
−Removed: Randolph Potter
−Removed: February 26, 2025 February 26, 2025
Temple Sloan, III
5 unchanged sentences
February 25, 2026 February 25, 2026
−Removed: McCauley /s/ Dennis A.
−Removed: Director Dennis A.
−Removed: February 26, 2025 February 26, 2025
+Added: February 25, 2026
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.