SEC Form FWP filed by First Citizens BancShares Inc.

Issuer:

Security:

Legal Format:

Aggregate Principal Amount:

Expected Ratings*:

Trade Date:

Settlement Date**:

Maturity Date:

Benchmark Treasury:

Benchmark Treasury Price and Yield:

Spread to Benchmark Treasury:

Interest Rate:

From (and including) the Issue Date to (but excluding) September 5, 2030 (the “Reset Date”) or the date of earlier redemption, the interest on the Notes will be payable at a fixed rate of 5.600% per annum.

From (and including) the Reset Date to (but excluding) the Maturity Date or the date of earlier redemption, the interest on the Notes will be payable at a rate per annum which will be the Five-year U.S. Treasury Rate as of the day falling two business days prior to the Reset Date, plus 185 basis points per annum.

Interest Payment Dates:

Record Dates:

Redemption:

BancShares may, at its option, redeem the Notes in whole, but not in part, on the 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 Notes, plus accrued and unpaid interest thereon to (but excluding) the redemption date.

BancShares may also, at its option, redeem the Notes, in whole or in part, on or after June 5, 2035 (three months prior to the 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 Notes being redeemed, plus accrued and unpaid interest thereon to (but excluding) the redemption date.

In addition, BancShares may also, at its option, redeem the Notes in whole, but not in part, at any time before the 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) BancShares is 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 Notes, plus any accrued and unpaid interest to (but excluding) the date of redemption.

Denominations:

Use of Proceeds:

Price to Public:

Underwriters’ Discount:

Proceeds to Issuer (after underwriters’ discount, but before expenses):

Subordination:

CUSIP/ISIN:

Joint Book-Running Managers:

BofA Securities, Inc.

Morgan Stanley & Co. LLC

Co-Managers:

First Citizens Capital Securities, LLC

Raymond James & Associates, Inc.

Conflicts of Interest:

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.

Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are 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 T+3, to specify alternative settlement arrangements to prevent a failed settlement and should consult their own investment advisor.