AGM 2026

May 4, 2026

Good morning and welcome. My name is Frank B. Holding, Jr., and I am Chairman and Chief Executive Officer of First Citizens BancShares. On behalf of our board of directors, our executive leadership team, and our officers and associates, it's my pleasure to welcome each of you today for our 2026 virtual annual meeting of stockholders, and I hereby call our meeting to order. First, I'd like to introduce the other members of our board of directors and senior management and guests who are with us today. Beginning with our newest board member who joined our board in July of 2025, Diane E. Morais. Our other ex- directors who are here today are Ellen R. Alemany, Victor E. Bell III, Peter M. Bristow, our President, Hope Holding Bryant, our Vice Chairwoman, Eugene Flood, Jr., Robert R. Hoppe, David G. Leitch, Robert E. Mason IV, Robert T. Newcomb, and Matt Snow. Members of our executive management here today, in addition to Ms. Bryant and Mr. Bristow and myself, are Craig Nix, our Chief Financial Officer, Laurie Rupp, our Chief Risk Officer, Greg Smith, our Chief Information and Operations Officer, Jeff Ward, our Chief Strategy Officer, Tom Eklund, our Treasurer, Andy Gingrave, our Chief Credit Officer, Wes Ludwig, our new Chief Human Resources Officer, Matt Martin, our General Counsel and Corporate Secretary, and Don Perskinis, our Chief Internal Audit Officer. We're also joined today by Chris Seaman and Dominic Weaver, representing KPMG LLP, our independent accounting firm. The meeting rules, agenda, and order of business for this meeting are posted on the meeting website. During the meeting, as the proposals are presented, and again at the end of the meeting, stockholders may submit written questions by following the instructions in the Q&A field on the meeting portal. Our board of directors has fixed March the sixth, 2026, as the record date for determining shareholders entitled to meeting notice and to vote at today's meeting. I have received a certificate of our corporate secretary and an affidavit from Broadridge Financial Solutions stating that commencing on March twenty-third, 2026, notice of the meeting, together with our proxy statement and annual report to shareholders, were mailed to our record holders as of the meeting date. Anna Hagberg-Sego of C.T. Hagberg LLC has been appointed to act as our independent inspector of election for the meeting today. I have received the inspector's oath of office. The inspector has reported that shares of our common stock representing an aggregate of more than 50% of the total number of shares, number of votes entitled to be cast at this meeting are present in virtually or by proxy. This confirms the presence of a quorum necessary to conduct business on all proposals to be voted on at the meeting, and we will proceed with the business portion of the meeting. I will now list the matters to be voted on today. As I do that, the voting polls are now open. Stockholders who have previously submitted their proxies or voting instructions or voted by phone or internet and who do not wish to change their vote do not need to take any further action. Any stockholders who have not yet voted by proxy or given their voting instructions or wish to change their vote or voting instructions may do so by clicking on the voting button on the meeting portal and follow instructions there. You may also submit any questions you have on the proposals through the meeting portal. I will first introduce the proposals submitted by our board of directors, which are as follows. Proposal one is the election of 12 directors for one-year terms. Based on the recommendation of its Compensation, Nominations, and Governance Committee, our board of directors has set the number of our directors at 12 for the year following the annual meeting and nominated all of our current directors for election as directors for one-year terms. The nominees are Ellen R. Alemany, Victor E. Bell III, Peter M. Bristow, Hope Holding Bryant, Eugene Flood, Jr., Frank B. Holding, Jr., Robert R. Hoppe, David G. Leitch, Robert E. Mason IV, Diane E. Morais, Robert T. Newcomb, and Matt Snow. The nominations for directors are closed. Proposal 2 is to approve on a non-binding advisory basis the say-on-pay resolution with respect to executive compensation printed in our annual meeting proxy statement. Proposal 3 is to ratify the appointment by our audit committee of KPMG LLP to serve as our independent accountants and audit our consolidated financial statements for 2026. I will now invite the proponent of a stockholder proposal to present their proposal. As stated in the meeting rules, we have asked that the proponent limit their time to three minutes and to confine their comments to the subject matter of the proposal being presented. The stockholder proposal that was submitted is proposal four, which requests a report on faith-based employee resource groups and was submitted by Inspire Investing LLC. We've been advised that Tim Schwarzenberger will present this proposal in a pre-recorded statement. Please play the recording. Hello, my name is Tim Schwarzenberger. I'm a portfolio manager and director of corporate engagement at Inspire Investing, the world's largest provider of Christian ETFs and proponent of proposal number 4. I am here to ask for your vote in favor of that proposal, which calls on First Citizens to ensure equal treatment of its religious employees. Many leading companies from American Express to Apple allow employees of faith to form employee resource groups. They do this because employees of faith, like any other group, deserve to be respected, supported, and able to bring their full selves to work. First Citizens says it wants a culture where all employees, including those of faith, feel included and valued. That's a commendable goal. Based on the company's stated policy, as confirmed in our engagement with the company, faith-based employee resource groups are not permitted. The company supports resource groups organized around characteristics like gender and sexual identity, but not religion. In its opposition statement, it argues that religious employees do not "require" such groups. If these groups are meant to foster diverse talent and inclusion, it raises a simple question: Why would religious diversity be treated differently? This is not about promoting any particular viewpoint. It's about neutrality. When companies allow some forms of identity-based organization but not others, they risk creating the appearance of ideological favoritism. That is not a sound position for any company, either culturally or from a governance perspective. The legal landscape is shifting. The Supreme Court's decision in Groff v. DeJoy made clear that employees must take religious accommodation more seriously under Title VII. At the same time, the Equal Employment Opportunity Commission has signaled increased scrutiny around religious discrimination and workplace policies that may not treat religious employees on equal terms. Against that backdrop, policies that exclude faith-based employee resource groups raise real questions. Companies do not typically get advance warning before those questions turn into EEOC investigations, enforcement actions, or litigation. This proposal is a simple and constructive step. It asks the company to ensure that its policies treat religious employees with the same fairness and consistency applied to others. In the name of equal treatment, viewpoint neutrality, and responsible governance, I encourage you to vote for proposal number 4. Thank you. The board of directors opposes this proposal. Its reasons for doing so appear on page 88 of the proxy statement. We have not received notice from any other stockholder of other proposals to be voted on. Under our bylaws, there are no other matters to come before the meeting for a vote by stockholders. I'll pause to respond to any questions related to any of the proposals and let stockholders finish entering their votes. We do have one question. The question is: Does the company believe it is appropriate to allow employee resource groups based on certain identities while not allowing employees of faith to form similar groups? If so, how does the company justify that the distinction under a viewpoint neutral policy? We aspire to foster an environment where all associates are free of harassment and discrimination and where all associates, including associates of religious faith, are treated fairly and can freely express their views, including religious views. However, with respect to any underlying human capital and other risk, we currently do not believe they require employee groups based on religions or religious denominations. It appears that all votes have been cast. There are no further questions regarding the proposals, I declare that the voting polls are now closed. I'll now take a moment to highlight a few of our 2025 achievements before we discuss the inspector's report. Shareholders may submit general questions through the meeting portal. I'd also note that my comments may include forward-looking statements that are subject to risk and uncertainties discussed in the meeting agenda that may cause actual results to differ materially from expectations. Reflecting on 2025, we achieved another year of growth and solid financial performance. Excluding notable items, we generated net income available to common stockholders of $2.3 billion, representing an adjusted return on equity of 10.8% and an adjusted return on assets of 1.03%. While our high quality balance sheet continues to be a source of strength, thanks to our robust capital and liquidity positions, which enabled us to continue repurchasing common stock and return capital to our shareholders. Our commitment to maintaining a strong balance sheet, delivering shareholder value, and executing on our long-term strategy has allowed us to continue being a trusted financial partner for our clients, customers, and communities. For the past few years, we've been focused on integrating acquired businesses into our franchise and ensuring our risk capabilities are appropriate for our new size and complexity, as well as scalable for continued growth. With this work now largely behind us, we've shifted our focus to simplifying and modernizing our technology platforms to better support our clients, allowing us to leverage our scale and position our company for future growth. We recently announced we will be expanding capabilities in payments, international banking, and digital assets, as well as transitioning to a united brand strategy. In the fourth quarter of 2026, we will be rebranding our SVB division and certain CIT businesses under the First Citizens umbrella. We want to be clear, while names are changing, the client experience is not. Our relationship teams remain the cornerstone of our service, providing the same deep specialization our clients rely on. You may also remember that last year we announced a planned branch acquisition to expand our geographic footprint and introduce First Citizens into new markets, which is on track to close the second half of 2026. I'm proud of what we accomplished in 2025 and believe we have tremendous opportunity ahead of us as we continue to operate from a position of strength. We remain optimistic about the long-term opportunities ahead of us, while we continue to put our clients first and remain steadfast in our relationship-based approach. Finally, on behalf of the entire board, I'd like to express my gratitude to our shareholders, clients, and colleagues for your trust and support. Together, we will continue to build an institution that grows with the greatest ambitions of all our stakeholders. You can trust that the board is well-positioned to continue representing you in providing strong management oversight. I'll now pause to see if there are any more questions. I've been told there are none. I'll review the preliminary report on voting results from the inspector of election. The preliminary report of the inspector indicates that each of the board of directors' 12 nominees has been elected for a 1-year term of office. Proposal 2 to approve on a non-binding advisory basis the say-on-pay resolution with respect to executive compensation has been approved. Proposal three to ratify the appointment of KPMG LLP to serve as our independent accountants and audit our consolidated financial statements for 2026 has been approved. Proposal 4, requesting a report on the faith-based employee resource groups, has not been approved by stockholders. After we receive the final vote tabulations, they will be reported in a current report on Form 8-K that we will file with the Securities and Exchange Commission. There being no further business to come before the meeting, the 2026 annual meeting of stockholders of First Citizens BancShares is now adjourned.