What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-02-24 compared with 2022-02-25 · 28 added, 38 removed, 96 unchanged (41% of the section changed)

16 unchanged sentences

BancShares’ independent registered public accounting firm has issued an audit report on the company’s internal control over financial reporting.

This report appears under “Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting” in Item 8, Financial Statements and Supplementary Data.

Other Information

On February 22, 2022, the Parent Company filed Restated Certificates of Designation for the BancShares Series B Preferred Stock and BancShares Series C Preferred Stock.

Copies of the Restated Certificates of Designation for the Series B Preferred Stock and the Series C Preferred Stock are attached hereto as Exhibits 3.3 and 3.4, respectively, and are incorporated in this Item 9B by reference.

This report appears under “Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting” in Item 8.

Financial Statements and Supplementary Data.

Principal Accounting Fees and Services

Our independent registered public accounting firm is KPMG LLP , Raleigh, NC , PCAOB Firm ID:

Our predecessor independent registered public accounting firm was Dixon Hughes Goodman LLP , Raleigh, NC , PCAOB Firm ID No.

The information required by this Item 14 is incorporated herein by reference from the “Proposal 3:

Ratification of Appointment of Independent Accountants” section of the definitive Proxy Statement for the 2022 Annual Meeting of Shareholders.

Our predecessor independent registered public accounting firm was FORVIS, LLP , (formerly Dixon Hughes Goodman LLP), Tysons, VA , PCAOB Firm ID No.

The other information required by this Item 14 is incorporated herein by reference from the “Proposal 7:

Ratification of Appointment of Independent Accountants” section of the definitive Proxy Statement for the 2023 Annual Meeting of Stockholders.

Exhibits and Financial Statement Schedules

EXHIBIT INDEX

2.1 Purchase and Assumption Agreement between Registrant’s subsidiary First-Citizens Bank & Trust Company and Federal Deposit Insurance Corporation dated January 29, 2010 (incorporated by reference to Exhibit 2.1 to the Registrant’s Form 8-K/A dated January 29, 2010 and filed June 9, 2010)

2.2 Purchase and Assumption Agreement between Registrant’s subsidiary First-Citizens Bank & Trust Company and Federal Deposit Insurance Corporation dated January 21, 2011 (incorporated by reference to Exhibit 2.1 to the Registrant’s Form 8-K dated January 21, 2011)

2.3 Agreement and Plan of Merger, dated April 23, 2019, by and among First Citizens BancShares, Inc., First Citizens Bank & Trust Company, FC Merger Subsidiary VII, Inc., and Entegra Financial Corp.

(incorporated by reference to Exhibit 2.1 to the Registrant’s Form 8-K dated April 23, 2019)

2.4 Agreement and Plan of Merger, dated October 15, 2020, by and among CIT Group Inc., First Citizens BancShares, Inc., First-Citizens Bank & Trust Company, and FCB Merger Subsidiary IX, Inc.

2.4 Agreement and Plan of Merger, dated October 15, 2020, by and among CIT Group Inc., First Citizens BancShares, Inc., First-Citizens Bank & Trust Company, and FC Merger Subsidiary IX, Inc.

(incorporated by reference to Exhibit 2.1 to the Registrant’s Form 8-K dated October 20, 2020)

2.5 Amendment No.

1, dated September 30, 2021, to the Agreement and Plan of Merger dated October 15, 2020, by and among CIT Group Inc., First Citizens BancShares, Inc., First-Citizens Bank & Trust Company, and FCB Merger Subsidiary IX, Inc.

(incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K dated September 30, 2021)

1 unchanged sentence

3.2 Certificate of Designation of 5.375% Non-Cumulative Perpetual Preferred Stock, Series A (incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form 8-A, filed on March 12, 2020)

3.3 Restated Certificate of Designation of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series B (filed herewith)

3.4 Restated Certificate of Designation of 5.625% Non-Cumulative Perpetual Preferred Stock, Series C (filed herewith)

3.5 Bylaws of the Registrant, as amended (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K dated July 28, 2015)

3.3 Restated Certificate of Designation of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series B (incorporated by reference to Exhibit 3.3 to the Registrant’s Form 10-K for the year ended December 31, 2021)

3.4 Restated Certificate of Designation of 5.625% Non-Cumulative Perpetual Preferred Stock, Series C (incorporated by reference to Exhibit 3.4 to the Registrant’s Form 10-K for the year ended December 31, 2021)

3.5 Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K dated January 24, 2023)

4.1 Specimen of Registrant’s Class A Common Stock certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 10-K for the year ended December 31, 2008)

7 unchanged sentences

4.7 Form of Depositary Receipt (included as Exhibit A in Exhibit 4.6 hereto)

4.8 Description of the Registrant’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (filed herewith)

4.8 Description of the Registrant’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.8 to the Registrant’s Form 10-K for the year ended December 31, 2021)

4.9 Instruments defining the rights of holders of long-term debt will be furnished to the SEC upon request.

10 unchanged sentences

Ward (incorporated by reference to Exhibit 10.5 to the Registrant's Form 10-K for the year ended December 31, 2020)

*10.6 Employment Letter Agreement between Registration and Ellen R.

Alemany dated October 15, 2020 (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q for the quarter ended March 31, 2022)

*10.7 Retention Letter Agreement between Registrant and Marisa Harney dated October 15, 2020 (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 10-Q for the quarter ended March 31, 2022)

*10.8 409A Deferred Compensation Plan of Registrant’s subsidiary, First-Citizens Bank & Trust Company, as successor by merger to First Citizens Bank and Trust Company, Inc.

2 unchanged sentences

(incorporated by reference to Exhibit 10.13 to the Registrant’s Form 10-K for the year ended December 31, 2014)

*10.8 A mended and Restated Long-Term Incentive Plan of Registrant’s subsidiary, First-Citizens Bank & Trust Company (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K dated January 25, 2022)

*10.10 Amended and Restated Long-Term Incentive Plan of Registrant’s subsidiary, First-Citizens Bank & Trust Company (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K dated January 25, 2022)

*10.11 Form of Long-Term Incentive Plan Award Agreement (incorporated by reference to Exhibit 10.9 to the Registrant's Form 10-K for the year ended December 31, 2020)

*10.10 Form of Long-Term Incentive Plan Award Agreement (for awards beginning in 2022) (filed herewith)

*10.12 Form of Long-Term Incentive Plan Award Agreement (for awards beginning in 2022) (incorporated by reference to Exhibit 10.10 to the Registrant’s Form 10-K for the year ended December 31, 2021)

*10.13 Nonqualified Deferred Compensation Plan of Registrant’s subsidiary, First-Citizens Bank & Trust Company (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K dated February 24, 2021)

16 Copy of letter from Dixon Hughes Goodman LLP dated February 24, 2021 (incorporated by reference to Exhibit 16.1 to the Registrant’s Form 8-K dated February 24, 2021)

*10.14 Merger Performance Plan of Registrant’s subsidiary, First Citizen’s Bank & Trust Company (incorporated by reference to Exhibit 10.4 to the Registrant’s Form 10-Q for the quarter ended March 31, 2022)

21 Subsidiaries of the Registrant (filed herewith)

23.1 Consent of Independent Registered Public Accounting Firm, KPMG LLP (filed herewith)

23.2 Consent of Independent Registered Public Accounting Firm, Dixon Hughes Goodman LLP (filed herewith)

23.2 Consent of Independent Registered Public Accounting Firm, FORVIS, LLP (filed herewith)

24 Power of Attorney (filed herewith)

18 unchanged sentences

Signature Title Date

/s/ F RANK B.

H OLDING , J R .

Chairman and Chief Executive Officer February 24, 2023

/s/ C RAIG L.

Chief Financial Officer (principal financial officer and principal accounting officer) February 24, 2023

/s/ E LLEN R.

Director February 24, 2023

A LEXANDER , J R .

ALEXANDER, JR.

Alexander, Jr.

Director February 24, 2023

/s/ V ICTOR E.

B ELL , III *

/s/ VICTOR E.

Director February 24, 2023

/s/ P ETER M.

Director February 24, 2023

/s/ H OPE H OLDING B RYANT *

/s/ HOPE HOLDING BRYANT *

Hope Holding Bryant

Director February 24, 2023

/s/ M ICHAEL A.

/s/ MICHAEL A.

Director February 24, 2023

L EE D URHAM , J R .

LEE DURHAM, JR.

Lee Durham, Jr.

Director February 24, 2023

/s/ D ANIEL L.

/s/ EUGENE FLOOD, JR.

Eugene Flood, Jr.

Director February 24, 2023

Signature Title Date

/s/ R OBERT R.

/s/ ROBERT R.

Director February 24, 2023

/s/ F LOYD L.

Director February 24, 2023

/s/ R OBERT E.

M ASON , IV *

/s/ ROBERT E.

Director February 24, 2023

/s/ R OBERT T.

/s/ ROBERT T.

Director February 24, 2023

3 unchanged sentences

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.

What changed 10-K

Item 9A. Controls and Procedures