SEC Form FWP filed by First Citizens BancShares Inc.

From (and including) the senior notes issue date to (but excluding) March 12, 2030, or the date of earlier redemption (the “senior notes fixed rate period”), interest on the senior notes will be payable at a rate of 5.231% per annum.

From (and including) March 12, 2030 to (but excluding) the senior notes maturity date or the date of earlier redemption (the “senior notes floating rate period”), the interest rate on the senior notes will be equal to the Benchmark (as defined below) plus 141 basis points per annum.

Fixed Rate Period

Semi-annually in arrears on each March 12 and September 12, commencing on September 12, 2025, and ending on March 12, 2030 or the date of earlier redemption (each, a “senior notes fixed rate interest payment date”).

Floating Rate Period

Quarterly in arrears on June 12, 2030, September 12, 2030, December 12, 2030 and on the senior notes maturity date or the date of earlier redemption (each, a “senior notes floating rate interest payment date”).

On or after September 8, 2025 (180 days after the senior notes issue date) (or, if additional notes are issued, beginning 180 days after the issue date of such additional notes), and prior to March 12, 2030 (one year prior to the senior notes maturity date (the “senior notes First Par Call Date”)), we may redeem the senior notes at our option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:

(1)(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the senior notes matured on the senior notes First Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points less (b) interest accrued to (but excluding) the date of redemption, and

(2) 100% of the principal amount of the senior notes to be redeemed,

plus, in either case, accrued and unpaid interest thereon to (but excluding) the redemption date.

On the senior notes First Par Call Date, we may redeem the senior notes, in whole but not in part, and on or after February 12, 2031 (one month prior to the senior notes maturity date), we may redeem the senior notes, in whole or in part, at any time and from time to time, in each case at a redemption price equal to 100% of the principal amount of the senior notes being redeemed, plus accrued and unpaid interest thereon to (but excluding) the redemption date.

Citigroup Global Markets Inc.

J.P. Morgan Securities LLC

We may, at our option, redeem the subordinated notes in whole, but not in part, during the three months prior to and including the subordinated notes reset date, subject to obtaining the prior approval of the Federal Reserve to the extent such approval is then required under the capital adequacy rules of the Federal Reserve, at a redemption price equal to 100% of the principal amount of the subordinated notes, plus accrued and unpaid interest thereon to (but excluding) the redemption date.

We may also, at our option, redeem the subordinated notes, in whole or in part, on or after September 12, 2039 (six months prior to the subordinated notes maturity date), at any time and from time to time, subject to obtaining the prior approval of the Federal Reserve to the extent such approval is then required under the capital adequacy rules of the Federal Reserve, at a redemption price equal to 100% of the principal amount of the subordinated notes being redeemed, plus accrued and unpaid interest thereon to (but excluding) the redemption date.

We may, at our option, redeem the subordinated notes, in whole, but not in part, at any time before the subordinated notes maturity date, subject to obtaining the prior approval of the Federal Reserve to the extent such approval is then required under the capital adequacy rules of the Federal Reserve, if (i) a “Tax Event” occurs, (ii) a “Tier 2 Capital Event” occurs, or (iii) we are required to register as an investment company under the Investment Company Act of 1940, as amended, in each case, at a redemption price equal to 100% of the principal amount of the subordinated notes, plus any accrued and unpaid interest to (but excluding) the date of redemption.

Citigroup Global Markets Inc.

J.P. Morgan Securities LLC

Piper Sandler & Co.

U.S. Bancorp Investments, Inc.

A securities rating is not a recommendation to buy, sell or hold securities. Ratings may be subject to revision or withdrawal at any time by the assigning rating organization. Each rating should be evaluated independently of any other rating.

We expect that delivery of the notes will be made against payment for the notes on or about March 12, 2025, which will be the fourth business day following the trade date of March 6, 2025 (this settlement cycle being referred to as “T+4”). Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally will be required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on any date prior to the date that is one business day preceding the settlement date will be required, by virtue of the fact that the notes will initially settle in four business days (T+4), to specify alternative settlement arrangements to prevent a failed settlement and should consult their own investment advisor.