held by the various entities listed in the tables below were acquired by those entities in part with their separate funds or, in the case of the two charitable foundations, contributions by Lewis
R. Holding and Frank B. and Ella Ann L. Holding, and in part in connection with the Merger. In connection with the Merger, each of the Reporting Persons, their children and the various entities, as shareholders of Bancorp, received shares of the
Issuers Class A Common Stock in exchange for shares of common stock of Bancorp they held at the time of the Merger.
Item 4. Purpose of
the Transaction.
Frank B. Holding, Jr., Hope H. Bryant, and Claire H. Bristows spouse, Peter M. Bristow, serve as executive
officers and directors of the Issuer and, therefore, participate with the Issuers management and Board of Directors in the making of policy and the consideration of and taking of action on significant corporate events involving the Issuer.
However, shares of the Issuers Class A Common Stock beneficially owned by each of them and by each of the other individuals and entities named in the tables below are held as described below for investment purposes.
On October 15, 2020, the Issuer entered into an Agreement and Plan of Merger (the Merger Agreement) by and among the Issuer,
First-Citizens Bank & Trust Company, a North Carolina chartered commercial bank and direct, wholly owned subsidiary of the Issuer (FCB), FC Merger Subsidiary IX, Inc., a direct, wholly owned subsidiary of FCB (Merger
Sub), and CIT Group Inc., a Delaware corporation (CIT) and the parent company of CIT Bank, N.A., a national banking association (CIT Bank). Pursuant to the terms and subject to the conditions set forth in the Merger
Agreement, Merger Sub will merge with and into CIT, with CIT as the surviving entity (the First-Step Merger), and as soon as reasonably practicable following the effective time of the First-Step Merger, CIT will merge with and into FCB,
with FCB as the surviving entity (together with the First-Step Merger, the Mergers). The Merger Agreement further provides that immediately following the consummation of the Mergers, CIT Bank will merge with and into FCB, with FCB as the
surviving bank (together with the Mergers, the Transaction).
Upon the terms and subject to the conditions set forth in the
Merger Agreement, at the effective time of the First-Step Merger (the Effective Time), each share of the common stock, par value $0.01 per share, of CIT issued and outstanding immediately prior to the Effective Time (CIT Common
Stock), except for certain shares of CIT Common Stock owned by CIT or the Issuer, will be converted into the right to receive 0.06200 shares (the Exchange Ratio, and such shares, the Merger Consideration) of the
Issuers Class A Common Stock. In addition, at the Effective Time, each share of Fixed-to-Floating Rate Non-Cumulative
Perpetual Preferred Stock, Series A, par value $0.01 per share, of CIT (CIT Series A Preferred Stock) and 5.625% Non-Cumulative Perpetual Preferred Stock, Series B, par value $0.01 per share, of
CIT (CIT Series B Preferred Stock) issued and outstanding immediately prior to the Effective Time will automatically be converted into the right to receive one share of a newly created series of preferred stock, Series B, of the Issuer
and one share of a newly created series of preferred stock, Series C, of the Issuer, respectively, having such rights, preferences, privileges and voting powers, and limitations and restrictions, taken as a whole, that are not materially less
favorable to the holders thereof than the rights, preferences, privileges and voting powers, and limitations and restrictions, taken as a whole, of the CIT Series A Preferred Stock and the CIT Series B Preferred Stock, respectively (taking into
account that CIT will not survive the consummation of the Transaction and any adjustment to the right of optional redemption by the Issuer that is reasonably necessary to obtain Tier 1 Capital treatment from the Board of Governors of the Federal
Reserve System for such preferred stock. Pursuant to the terms set forth in the Merger Agreement, effective as of the Effective Time, the Boards of Directors of the combined company and the combined bank will consist of 14 directors, (i) 11 of whom
will be the current Board of Directors of the Issuer, and (ii) three of whom will be selected from among the current Board of Directors of CIT and will include as one of those three Ellen R. Alemany, Chairwoman and Chief Executive Officer of
CIT.
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