First Citizens Bancshares (FCNCA) risk factors, FY2025 10-K

First Citizens Bancshares's FY2025 10-K, filed Feb 24, 2026, lists 45 risk factors in 4 groups. Against the prior year's 48: 11 new, 14 dropped, 25 substantially reworded.

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Risk factors listed
454 groups
New this year
11vs 48 last year
Dropped
14since the prior 10-K
Substantially reworded
25of those kept
Section length
15k wordsItem 1A

What the changes say

  • First Citizens BancShares expanded its risk disclosures around digital assets, regulatory standards for $100B+ banks, and political trade policy volatility.

What changed since the prior 10-K

New

  • NewStrategic Risks

    We encounter significant competition that may reduce our market share and profitability and our financial performance depends upon our ability to attract and retain customers for our products and services

    Intense competition from traditional banks, credit unions, non-bank providers, and tech firms could reduce our market share and profitability.

  • NewStrategic Risks

    Consumers may increasingly decide not to use banks to complete their financial transactions, which could have a material adverse impact on our financial condition and operations

    Alternative financial transaction methods, brokerage accounts, and digital assets like cryptocurrencies may lead consumers to bypass traditional banking services.

  • NewStrategic Risks

    Failure to adopt new technologies that match consumer preferences or to keep pace with or effectively implement technological changes could adversely affect our results of operations and financial condition

    Failing to adopt rapidly changing financial technologies, including artificial intelligence and crypto-assets, could harm our operations and competitiveness.

  • NewStrategic Risks

    The Trump administration has proposed or implemented significant changes to the size and scope of the federal government, including reductions in program or agency funding or workforce, and may continue to do so

    Federal government workforce reductions and agency changes under the Trump administration could create economic uncertainty and compliance costs.

  • NewOperational Risks

    Although we establish reserves for legal claims when payments associated with the claims become probable and our liability can be reasonably estimated, these reserves may not be adequate and the actual amount paid in resolution of a legal claim may be substantially higher than any amounts reserved for the matter

    Legal claim reserves may prove inadequate, and actual resolution payments could substantially exceed reserved amounts.

  • NewOperational Risks

    Our allowance for credit losses and reserve related to off-balance sheet credit exposure may prove to be insufficient to cover actual credit losses in our credit portfolios

    Our allowance for credit losses and off-balance sheet reserves may be insufficient to cover actual credit losses.

  • NewMarket Risks

    Failure to meet regulatory requirements related to information security and data privacy may subject us to fines, litigation, or regulatory enforcement actions

    Failure to comply with expanding federal and state data privacy and information security regulations may result in fines or enforcement actions.

  • NewMarket Risks

    We are subject to enhanced prudential standards, and failure to comply with these standards could have a material adverse effect on our business, financial condition or results of operations

    Exceeding $100 billion in assets subjects us to enhanced prudential standards as a Category IV banking organization, increasing compliance expenses.

  • NewMarket Risks

    We are subject to certain laws and regulations designed to protect consumers in transactions with financial institutions against unfair, deceptive and abusive business practices and compliance with such laws and regulations and related enforcement actions may impact our business operations and profitability

    Compliance with consumer financial protection laws against unfair, deceptive, or abusive practices can be costly and lead to penalties.

  • NewMarket Risks

    We are subject to ESG risks, which may adversely affect our reputation and ability to retain employees and customers, and failure to comply with applicable regulations could have an adverse affect on our business, financial condition or results of operations

    Polarized ESG and Diversity, Equity, and Inclusion initiatives may adversely affect our reputation and our ability to retain employees and customers.

  • NewFinancial Reporting Risks

    Our accounting policies and processes require management to make judgments, assumptions or estimates about matters, which may result in us reporting materially different results or amounts than would have been reported using different judgments, assumptions or estimates

    Management accounting estimates and judgments under GAAP may result in reporting materially different financial results.

Dropped

  • DroppedStrategic Risks

    Certain provisions in our Certificate of Incorporation, Bylaws and certain statutes and regulations may make it more difficult for a third party to change our management or acquire control of us, even if stockholders might consider the change in management or change in control to be in their best interests

  • DroppedStrategic Risks

    New technologies, and our ability to efficiently and effectively implement, market and deliver new products and services to our customers present competitive risks

    Anti-takeover provisions in corporate documents and Delaware law may deter third-party acquisition attempts.

  • DroppedOperational Risks

    If we were unsuccessful in retaining our current executive officers or other key personnel or hiring additional key personnel to assist in executing our growth, expansion and acquisition strategies, those strategies could fail or be less successful than they would otherwise be

  • DroppedOperational Risks

    Changes being proposed and implemented by the Trump administration are expected to fundamentally alter the size and scope of the federal government through reduction of the federal work force and the potential reduction, change in direction or possible elimination of, various government agencies and programs

  • DroppedOperational Risks

    Our allowance for credit losses may prove to be insufficient to absorb losses in our credit portfolios

    Implementing and delivering new technology-related products and services presents competitive risks.

  • DroppedOperational Risks

    The financial system is highly interrelated, and financial or systemic shocks or the failure of even a single financial institution or other participant in the financial system could expose us to credit risk through potential counterparty default and adversely impact our financial condition and results of operations

  • DroppedMarket Risks

    The performance of equity securities and corporate bonds in our investment securities portfolio could be adversely impacted by the soundness and fluctuations in the market values of other financial institutions

  • DroppedMarket Risks

    Information security and data privacy are areas of heightened legislative and regulatory focus

  • DroppedMarket Risks

    We are subject to enhanced prudential standards and will be subject to further requirements as we grow, and the federal banking agencies are considering further requirements

  • DroppedMarket Risks

    We are subject to ESG risks such as climate risk, hiring practices, diversity, racial and social justice issues, including in relation to our counterparties, which may adversely affect our reputation and ability to retain employees and customers

  • DroppedMarket Risks

    Fee revenues from overdraft and NSF programs have been and may continue to be subject to increased supervisory scrutiny

    Executive compensation is subject to regulatory oversight by the Federal Reserve and FDIC.

  • DroppedFinancial Reporting Risks

    Our accounting policies and processes are critical to the reporting of our financial condition and results of operations. They require management to make estimates about matters that are uncertain, and such estimates may be materially different from actual results

  • DroppedFinancial Reporting Risks

    Our business is highly quantitative and requires widespread use of financial models for day-to-day operations; these models may produce inaccurate predictions that significantly vary from actual results, and we may rely on these inaccurate predictions in making decisions that ultimately adversely affect our business

  • DroppedFinancial Reporting Risks

    The SVBB Acquisition has been accounted for under the purchase method of accounting and is based upon a valuation that involves significant estimates

Reworded

  • 91% rewrittenOperational Risks

    Changes in domestic and foreign trade policies, including the imposition of tariffs and retaliatory tariffs, may adversely impact our business, financial condition, and results of operations

    Updated to reflect the Supreme Court striking down IEEPA tariff authority in February 2026 and ongoing trade policy uncertainty.

    Was: Changes in U.S. trade policies, including the imposition of tariffs and retaliatory tariffs, may adversely impact our business, financial condition, and results of operations

  • 84% rewrittenOperational Risks

    We depend on qualified personnel for our success and may not be able to retain or attract such personnel

    Added specific reference to Federal Reserve and FDIC oversight of compensation practices under regulatory guidelines.

  • 82% rewrittenStrategic Risks

    We may be adversely affected by risks associated with previous and future acquisitions, and any future acquisitions may be subject to increased regulatory scrutiny

    Added specific reference to regulatory approvals required for the pending BMO Branch Acquisition.

  • 81% rewrittenMarket Risks

    Unfavorable economic conditions, as considered through a range of metrics, have and could continue to adversely affect our financial condition, results of operations and cash flows

    Updated physical footprint states to include Virginia and Georgia, and added expansion in Midwest, Great Plains, and West regions.

    Was: Unfavorable economic conditions, as considered through a range of metrics, have and could continue to adversely affect our business

  • 79% rewrittenOperational Risks

    Deposit insurance premiums levied on banks, including FCB, may increase if there is an increase in the number of bank failures, the cost of resolving failed banks, or the FDIC deposit insurance coverage limit

    Clarified that deposit insurance premiums could increase due to potential changes in the FDIC deposit insurance coverage limit.

    Was: Deposit insurance premiums levied against banks, including FCB, may increase if the number of bank failures increase or the cost of resolving failed banks increases

  • 73% rewrittenOperational Risks

    Our concentration of loans and leases in certain industries increases the risk of losses and could impair our earnings if these industries experience economic difficulties

    Added specific focus on non-depository financial institutions and private credit regulatory environments.

  • 72% rewrittenOperational Risks

    Our business and financial performance could be impacted by natural or man-made disasters, global pandemics, civil unrest, acts of war, terrorist activities, climate change or other adverse external events

    Added civil unrest to the list of external events and noted limited ability to minimize consequences.

    Was: Our business and financial performance could be impacted by natural or man-made disasters, global pandemics, acts of war or terrorist activities, climate change or other adverse external events

  • 57% rewrittenOperational Risks

    Deteriorating collateral values, credit quality, or our reliance on junior liens may adversely impact our business and our results of operations

    Retained core credit risk text regarding collateral values and residential and commercial real estate valuations.

    Was: Deteriorating credit quality and our reliance on junior liens may adversely impact our business and our results of operations

  • 54% rewrittenOperational Risks

    We depend on the effectiveness and integrity of employees, and the systems and controls for which they are responsible, to manage operational risks

  • 51% rewrittenFinancial Reporting Risks

    We may fail to maintain an effective system of internal control over financial reporting, which, among other things, could hinder our ability to prevent fraud and provide reliable financial reports to key stakeholders

    Was: We may fail to maintain an effective system of internal control over financial reporting, which could hinder our ability to prevent fraud and provide reliable financial reports to key stakeholders

  • 50% rewrittenMarket Risks

    If our current level of balance sheet liquidity were to experience significant pressure, it could affect our ability to pay withdrawals by depositors, repay the Purchase Money Note and other creditors, and fund our operations

    Was: If our current level of balance sheet liquidity were to experience significant pressure, it could affect our ability to pay withdrawals by depositors, repay the Purchase Money Note and fund our operations

  • 49% rewrittenOperational Risks

    We are subject to litigation and other legal liability risks, and our expenses related to such risks may adversely affect our results

  • 49% rewrittenOperational Risks

    We face significant operational risks in our businesses and may fail to maintain appropriate operational infrastructure and oversight

  • 48% rewrittenMarket Risks

    If we fail to meet regulatory requirements, including enhanced capital adequacy, liquidity, stress testing, and capital planning requirements, or are subject to certain other legal limitations, our financial condition and ability to pay dividends or make other payments could be adversely affected

    Was: If we fail to meet regulatory guidelines, including enhanced capital adequacy, liquidity, stress testing, and capital planning requirements, or are subject to certain other legal limitations, our financial condition and ability to pay dividends or make other payments could be adversely affected

  • 48% rewrittenMarket Risks

    We are subject to enhanced liquidity risk management and other requirements, and failure to meet these requirements could result in regulatory and compliance risks, including possible restrictions on our activities, and inadequate liquidity

    Was: We are subject to enhanced liquidity risk management requirements as a Category IV banking organization, and failure to meet these requirements could result in regulatory and compliance risks, and possible restrictions on our activities

  • 45% rewrittenMarket Risks

    We may be adversely affected by changes in United States and foreign tax laws and other tax laws and regulations

  • 40% rewrittenOperational Risks

    If we fail to effectively manage credit risk, our business and financial condition will suffer

  • 40% rewrittenMarket Risks

    Failure to effectively manage our interest rate sensitivity within our defined risk appetite could adversely affect our earnings

  • 39% rewrittenMarket Risks

    U.S. debt ceiling and budget deficit concerns have and could continue to adversely affect our business

  • 39% rewrittenOperational Risks

    Data quality and completeness may not be adequate and could cause financial or reputational harm to FCB

    Was: The quality of our data could deteriorate and cause financial or reputational harm to FCB

  • 38% rewrittenMarket Risks

    Increases to our level of indebtedness could adversely affect our ability to raise additional capital and to meet our obligations

  • 35% rewrittenOperational Risks

    Accounting for acquired assets may result in earnings volatility

  • 35% rewrittenMarket Risks

    Our ability to grow is contingent upon access to capital, which may not be readily available to us as a result of credit rating reductions

    Was: Our ability to grow is contingent upon access to capital, which may not be readily available to us

  • 31% rewrittenOperational Risks

    We rely on third-parties to provide key components of our business infrastructure, and our third-parties may be responsible for or contribute to failures that adversely affect our operations

    Was: We rely on third-party vendors to provide key components of our business infrastructure, and our vendors may be responsible for or contribute to failures that adversely affect our operations

  • 25% rewrittenOperational Risks

    We may not be able to realize our entire investment in the equipment that we lease to our customers

All 45 risk factors

Headings as the filing states them, in filing order.

Strategic Risks

  1. 01We may be adversely affected by risks associated with previous and future acquisitions, and any future acquisitions may be subject to increased regulatory scrutiny82% rewritten
  2. 02We encounter significant competition that may reduce our market share and profitability and our financial performance depends upon our ability to attract and retain customers for our products and servicesNew
  3. 03Consumers may increasingly decide not to use banks to complete their financial transactions, which could have a material adverse impact on our financial condition and operationsNew
  4. 04These choice of forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum of its choosing for disputes with us or our directors, officers or other employees or agents, which may discourage lawsuits against us and our directors, officers and other employees or agents
  5. 05The Parent Company relies on dividends from FCB for returning capital to stockholders, paying dividends on its common and preferred stock and servicing its debt obligations, and FCB’s ability to pay the Parent Company dividends may be restricted
  6. 06Failure to adopt new technologies that match consumer preferences or to keep pace with or effectively implement technological changes could adversely affect our results of operations and financial conditionNew
  7. 07We are subject to reputational risks that could harm our business and prospects. If we were subject to reputational harm, it could have a material adverse impact on our business, financial condition and results of operations
  8. 08The Trump administration has proposed or implemented significant changes to the size and scope of the federal government, including reductions in program or agency funding or workforce, and may continue to do soNew

Operational Risks

  1. 09We face significant operational risks in our businesses and may fail to maintain appropriate operational infrastructure and oversight49% rewritten
  2. 10We depend on the effectiveness and integrity of employees, and the systems and controls for which they are responsible, to manage operational risks54% rewritten
  3. 11We are subject to litigation and other legal liability risks, and our expenses related to such risks may adversely affect our results49% rewritten
  4. 12Although we establish reserves for legal claims when payments associated with the claims become probable and our liability can be reasonably estimated, these reserves may not be adequate and the actual amount paid in resolution of a legal claim may be substantially higher than any amounts reserved for the matterNew
  5. 13We depend on qualified personnel for our success and may not be able to retain or attract such personnel84% rewritten
  6. 14We are exposed to losses related to fraud
  7. 15Our business and financial performance could be impacted by natural or man-made disasters, global pandemics, civil unrest, acts of war, terrorist activities, climate change or other adverse external events72% rewritten
  8. 16We rely on third-parties to provide key components of our business infrastructure, and our third-parties may be responsible for or contribute to failures that adversely affect our operations31% rewritten
  9. 17Data quality and completeness may not be adequate and could cause financial or reputational harm to FCB39% rewritten
  10. 18Deposit insurance premiums levied on banks, including FCB, may increase if there is an increase in the number of bank failures, the cost of resolving failed banks, or the FDIC deposit insurance coverage limit79% rewritten
  11. 19If we fail to effectively manage credit risk, our business and financial condition will suffer40% rewritten
  12. 20Our allowance for credit losses and reserve related to off-balance sheet credit exposure may prove to be insufficient to cover actual credit losses in our credit portfoliosNew
  13. 21Our concentration of loans and leases in certain industries increases the risk of losses and could impair our earnings if these industries experience economic difficulties73% rewritten
  14. 22Deteriorating collateral values, credit quality, or our reliance on junior liens may adversely impact our business and our results of operations57% rewritten
  15. 23Changes in domestic and foreign trade policies, including the imposition of tariffs and retaliatory tariffs, may adversely impact our business, financial condition, and results of operations91% rewritten
  16. 24We may not be able to realize our entire investment in the equipment that we lease to our customers25% rewritten
  17. 25Accounting for acquired assets may result in earnings volatility35% rewritten

Market Risks

  1. 26Failure to effectively manage our interest rate sensitivity within our defined risk appetite could adversely affect our earnings40% rewritten
  2. 27Unfavorable economic conditions, as considered through a range of metrics, have and could continue to adversely affect our financial condition, results of operations and cash flows81% rewritten
  3. 28U.S. debt ceiling and budget deficit concerns have and could continue to adversely affect our business39% rewritten
  4. 29The value of our goodwill may decline in the future
  5. 30The market price of our common stock may be volatile
  6. 31If our current level of balance sheet liquidity were to experience significant pressure, it could affect our ability to pay withdrawals by depositors, repay the Purchase Money Note and other creditors, and fund our operations50% rewritten
  7. 32We are subject to enhanced liquidity risk management and other requirements, and failure to meet these requirements could result in regulatory and compliance risks, including possible restrictions on our activities, and inadequate liquidity48% rewritten
  8. 33Our ability to grow is contingent upon access to capital, which may not be readily available to us as a result of credit rating reductions35% rewritten
  9. 34If we fail to meet regulatory requirements, including enhanced capital adequacy, liquidity, stress testing, and capital planning requirements, or are subject to certain other legal limitations, our financial condition and ability to pay dividends or make other payments could be adversely affected48% rewritten
  10. 35Increases to our level of indebtedness could adversely affect our ability to raise additional capital and to meet our obligations38% rewritten
  11. 36We operate in a highly regulated industry, and the laws and regulations that impact our operations, taxes, corporate governance, executive compensation and financial accounting and reporting, including changes in them or our failure to comply with them, may adversely affect us
  12. 37Failure to meet regulatory requirements related to information security and data privacy may subject us to fines, litigation, or regulatory enforcement actionsNew
  13. 38We face heightened compliance risks related to certain specialty commercial business lines
  14. 39We are subject to enhanced prudential standards, and failure to comply with these standards could have a material adverse effect on our business, financial condition or results of operationsNew
  15. 40We are subject to certain laws and regulations designed to protect consumers in transactions with financial institutions against unfair, deceptive and abusive business practices and compliance with such laws and regulations and related enforcement actions may impact our business operations and profitabilityNew
  16. 41We may be adversely affected by changes in United States and foreign tax laws and other tax laws and regulations45% rewritten
  17. 42We are subject to ESG risks, which may adversely affect our reputation and ability to retain employees and customers, and failure to comply with applicable regulations could have an adverse affect on our business, financial condition or results of operationsNew

Financial Reporting Risks

  1. 43Accounting standards may change and increase our operating costs or otherwise adversely affect our results
  2. 44Our accounting policies and processes require management to make judgments, assumptions or estimates about matters, which may result in us reporting materially different results or amounts than would have been reported using different judgments, assumptions or estimatesNew
  3. 45We may fail to maintain an effective system of internal control over financial reporting, which, among other things, could hinder our ability to prevent fraud and provide reliable financial reports to key stakeholders51% rewritten

Other First Citizens Bancshares 10-Ks

  • FY2024 10-K risk factors
    48 risks

    First Citizens Bancshares faces dominant risks from credit portfolio concentrations, interest rate sensitivity, regulatory compliance, and liquidity pressures.

    Filed Feb 21, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.