Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
|
First Citizens BancShares, Inc. (Name of Issuer) |
Class B Common Stock, $1.00 Par Value (Title of Class of Securities) |
31946M202 (CUSIP Number) |
E. Knox Proctor V Ward and Smith, P.A., 1001 College Court New Bern, NC, 28562 (252) 672-5427 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/22/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 31946M202 |
| 1 |
Name of reporting person
Frank B. Holding, Jr. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF, AF, SC, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
161,651.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
16.08 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 31946M202 |
| 1 |
Name of reporting person
Hope H. Bryant | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF, AF, SC, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
51,708.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.14 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 31946M202 |
| 1 |
Name of reporting person
Olivia B. Holding | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF, AF, SC, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
178,757.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
17.78 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 31946M202 |
| 1 |
Name of reporting person
Claire H. Bristow | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF, AF, SC, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
111,439.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.09 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 31946M202 |
| 1 |
Name of reporting person
Carson H. Brice | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF, AF, SC, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
108,514.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.80 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 31946M202 |
| 1 |
Name of reporting person
Lewis R. Holding II | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF, AF, SC, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
60,115.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.98 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class B Common Stock, $1.00 Par Value | |
| (b) | Name of Issuer:
First Citizens BancShares, Inc. | |
| (c) |
Address of Issuer's Principal Executive Offices:
4300 Six Forks Road, Raleigh,
NORTH CAROLINA
, 27609. | |
Item 1 Comment:
This Amendment No. 6 amends and restates the Reporting Persons' joint Schedule 13D to (1) report a decrease by more than 1% in the percentage of outstanding shares of the Issuer's Class B Common Stock that may be deemed to be beneficially owned by Hope H. Bryant resulting from dispositions of shares of that class since the date of the previous amendment, and (2) reflect changes of less than 1% in the percentages of the outstanding shares of the class beneficially owned by each of the other Reporting Persons resulting from acquisitions and dispositions of shares since the date of the previous amendment. | ||
| Item 2. | Identity and Background | |
| (a) | This statement is filed jointly by Frank B. Holding, Jr., Hope H. Bryant, Olivia B. Holding, Claire H. Bristow, Carson H. Brice, and Lewis R. Holding II. The Reporting Persons are members of the same family, but each of them disclaims membership in a group. | |
| (b) | The Reporting Persons' addresses are listed in Exhibit A attached to this Schedule 13D/A. | |
| (c) | The Reporting Persons' principal occupations are listed in the Exhibit A attached to this Schedule 13D/A. | |
| (d) | No | |
| (e) | No | |
| (f) | United States of America | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
The shares of the Issuer's Class B Common Stock held individually by Frank B. Holding, Jr., Hope H. Bryant, Olivia B. Holding, Claire H. Bristow and Carson H. Brice, respectively, were acquired in part through gifts from their parents, Frank B. Holding and Ella Ann L. Holding, in part with their personal funds, and in part, directly or indirectly, from or through the estate of their father, Frank B. Holding, and, in the case of Frank B. Holding, Jr., in part through the exchange of shares of the Issuer's Class A Common Stock he previously held for shares of Class B Common Stock. Shares listed in Item 5 as held by or for their children, grandchildren or other individuals or in trusts or other accounts for their benefit were acquired through gifts from them, Frank B. Holding and Ella Ann L. Holding, or other family members. Shares listed in Item 5 as held by Lewis R. Holding II were acquired in part through gifts from his parents, Frank B. Holding Jr. and Ruth E. Holding, and grandparents, Frank B. Holding and Ella Ann L. Holding, or other family members, in part with his personal funds, and in part through the exchange of shares of the Issuer's Class A Common Stock he previously held for shares of Class B Common Stock. Shares held by the various entities listed in the tables below were acquired by those entities with their separate funds or, in the case of the two charitable foundations, contributions by Robert P. Holding, Lewis R. Holding and/or Frank B. Holding and Ella Ann L. Holding. | ||
| Item 4. | Purpose of Transaction | |
Frank B. Holding, Jr., Hope H. Bryant, and Claire H. Bristow's spouse, Peter M. Bristow, serve as executive officers and directors of the Issuer and, therefore, participate with the Issuer's management and Board of Directors in making policy and considering and taking action on significant corporate events involving the Issuer. Olivia B. Holding, Carson H. Brice and Claire H. Bristow are the siblings of Frank B. Holding, Jr. and Hope H. Bryant and do not participate in the management or policy-making functions of the Issuer. Lewis R. Holding II is the son of Frank B. Holding, Jr. and the nephew of Hope H. Bryant, Olivia B. Holding, Carson H. Brice and Claire H. Bristow and serves as an officer of the Issuer's subsidiary, but he does not participate in the management or policy-making functions of the Issuer. Shares of the Issuer's Class B Common Stock beneficially owned by each of them and by or for each of the other individuals and entities named in the tables below are held as described below for investment purposes. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The aggregate number of shares of Class B Common Stock that is, or may be deemed to be, beneficially owned by each Reporting Person, and the percentages of outstanding shares of Class B Common Stock as of December 22, 2025, represented by those shares, are listed below. Frank B. Holding Jr. - Mr. Holding is, or may be deemed to be, the beneficial owner of an aggregate of 161,651 shares of Class B Common Stock, amounting to 16.08% of the outstanding Class B Common Stock, as further described in Exhibit B to this Schedule 13D/A. Hope H. Bryant - Mrs. Bryant is, or may be deemed to be, the beneficial owner of an aggregate of 51,708 shares of Class B Common Stock, amounting to 5.14% of the outstanding Class B Common Stock, as further described in Exhibit B to this Schedule 13D/A. Olivia B. Holding - Ms. Holding is, or may be deemed to be, the beneficial owner of an aggregate of 178,757 shares of Class B Common Stock, amounting to 17.78% of the outstanding Class B Common Stock, as further described in Exhibit B to this Schedule 13D/A. Claire H. Bristow - Mrs. Bristow is, or may be deemed to be, the beneficial owner of an aggregate of 111,439 shares of Class B Common Stock, amounting to 11.09% of the outstanding Class B Common Stock, as further described in Exhibit B to this Schedule 13D/A. Carson H. Brice - Mrs. Brice is, or may be deemed to be, the beneficial owner of an aggregate of 108,514 shares of Class B Common Stock, amounting to 10.80% of the outstanding Class B Common Stock, as further described in Exhibit B to this Schedule 13D/A. Lewis R. Holding II - Mr. Holding is, or may be deemed to be, the beneficial owner of an aggregate of 60,115 shares of Classs B Common Stock, amounting to 5.98% of the outstanding Class B Common Stock, as further described in Exhibit B to this Schedule 13D/A. In the aggregate, the Reporting Persons may be considered to beneficially own 672,184 shares of Class B Common Stock, or approximately 66.87% of the outstanding shares of that class. Certain entities in which certain of the Reporting Persons are shareholders and serve as directors hold 27,099 shares of Class B Common Stock, or approximately 2.70% of the outstanding shares of the class. Each of the Reporting Persons disclaims voting and dispositive power with respect to the shares held by those entities. In addition to the shares of Class B Common Stock listed for them in Exhibit B, the Reporting Persons may be considered to beneficially own, in the aggregate, approximately 24.03% of the outstanding shares of the Issuer's Class A Common Stock, which is a separate class of common stock, and 0.80% of the Issuer's outstanding Series A Depositary Shares (each representing a 1/40th interest in a share of the Issuer's 5.375% Non-Cumulative Perpetual Preferred Stock, Series A), and certain entities in which certain of the Reporting Persons are shareholders and serve as directors hold approximately 4.17% of the outstanding shares of Class A Common Stock and 2.89% of the outstanding Series A Depositary Shares. Each of the Reporting Persons disclaims beneficial ownership of the shares held by those entities. | |
| (b) | Listings of shares of Class B Common Stock with respect to which each Reporting Person has, or may be deemed to have, sole and/or shared power to vote or direct the voting, or to dispose or direct the disposition, are contained in Exhibit B to this Schedule 13D/A. | |
| (c) | Descriptions of transactions effected during the past 60 days by each of the Reporting Persons are contained in Exhibit C to this Schedule 13D/A. | |
| (d) | Descriptions of the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Class B Common Stock each Reporting Person may be considered to beneficially own is contained in Exhibit D to this Schedule 13D/A. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
None. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit A - Addresses and Principal Occupations Exhibit B - Number of Shares Exhibit C - Transaction Description Exhibit D - Statement and Listing of Shareholders Exhibit E - Joint Filing Agreement (incorporated by reference to Exhibit A to the Reporting Persons' Amendment No. 5 dated December 19, 2023) | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|
|
|
|
|
|
|
|
|