{"url_path":"/sec/fbnc/8-k/2026-07-14/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-14","source_url":"https://www.sec.gov/Archives/edgar/data/811589/0000811589-26-000149-index.html","accession_number":"0000811589-26-000149","cik":"0000811589","ticker":"FBNC","issuer_name":"FIRST BANCORP /NC/","edgar_url":"https://www.sec.gov/Archives/edgar/data/811589/0000811589-26-000149-index.html","primary_entity_key":"0000811589","primary_entity_name":"FIRST BANCORP /NC/"},"word_count":1234,"has_tables":true,"body_markdown":"Item 1.01 – Entry into a Material Definitive Agreement\n\nAgreement and Plan of Merger and Reorganization\n\nOn July 14, 2026, First Bancorp, the holding company for First Bank, Southern Pines, North Carolina, entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with First Carolina Bancshares Corporation (“First Carolina”), the holding company for Carolina Bank & Trust Company (“Carolina Bank”), Florence, South Carolina. Under the Merger Agreement, First Carolina will merge with and into First Bancorp (the “Merger”) and Carolina Bank will merge with and into First Bank.\n\nThe aggregate merger consideration has a total current value of approximately $166 million, or $64.22 per share.\n\nSubject to the terms and conditions of the Merger Agreement, First Carolina’s shareholders will receive 14.5340 shares of First Bancorp common stock and cash in the amount of $294.94 for each share of First Carolina common stock. The parties anticipate closing the Merger during the fourth quarter of 2026 or early in the first quarter of 2027.\n\nThe Merger Agreement has been unanimously approved by the boards of directors of each of First Bancorp and First Carolina. The closing of the Merger is subject to approval by First Carolina’s shareholders, requisite regulatory approvals, the effectiveness of a registration statement to be filed by First Bancorp with respect to the First Bancorp common stock to be issued in the Merger, and other customary closing conditions.\n\nThe Merger Agreement may be terminated in certain circumstances, including: (i) by mutual written agreement of the parties; (ii) by either party in the event of a breach by the other party of any representation, warranty, covenant, or other agreement contained in the Merger Agreement which has not been cured within 30 days and where such breach is reasonably likely to permit such party to refuse to consummate the Merger; (iii) by either party in the event that any consent of any required regulatory authority is denied by final action, any regulatory authority whose approval is required has requested or directed either of the parties to withdraw its application for approval of the Merger, or any law or order prohibiting the Merger shall become final and nonappealable; (iv) by either party if the requisite approval by First Carolina’s shareholders is not obtained; (v) by either party in the event that the Merger is not consummated by June 30, 2027; (vi) by First Bancorp in the event that First Carolina’s board of directors does not recommend approval of the Merger Agreement to its shareholders; or (vii) by First Carolina, prior to approval of its shareholders, to enter into a superior proposal. Upon termination of the Merger Agreement, under certain circumstances First Carolina may be required to pay First Bancorp a termination fee of $6.4 million.\n\nThe foregoing summary of the Merger Agreement is qualified in its entirety by reference to the complete text of such document, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and which is incorporated herein by reference. The related press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The representations, warranties and covenants of each party set forth in the Merger Agreement have been made only for purposes of, and were and are solely for the benefit of the parties to, the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosure memoranda made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, the representations and warranties may not describe the actual state of affairs at the date they were made or at any other time, and investors should not rely on them as statements of fact. In addition, such representations and warranties (i) will not survive consummation of the Merger, unless otherwise specified therein, and (ii) were made only as of the date of the Merger Agreement or such other date as is specified in the Merger Agreement. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the parties’ public disclosures. Accordingly, the Merger Agreement is included with this filing only to provide investors with information regarding the terms of the Merger Agreement, and not to provide investors with any other factual information regarding First Carolina or First Bancorp, their respective affiliates or their respective businesses. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding First Carolina, First Bancorp, their respective affiliates or their respective businesses, the Merger Agreement and the Merger that will be contained in, or incorporated by reference into, the registration statement on Form S-4 that will include a proxy statement of First Carolina and a prospectus of First Bancorp, as well as in the Forms 10-K, Forms 10-Q, Forms 8-K and other filings that First Bancorp makes with the U.S. Securities and Exchange Commission (“SEC”).\n\nSupport Agreements; Claims Letters; and Non-Competition and Non-Disclosure Agreements\n\nIn connection with entering into the Merger Agreement, each of the directors and certain executive officers and shareholders of First Carolina have entered into a Support Agreement, Claims Letter and Non-Competition and Non-Disclosure Agreement. The Support Agreements generally require that the shareholders party thereto vote at least forty percent (40%) of the outstanding shares of First Carolina common stock in favor of the Merger and against alternative transactions and generally prohibit such shareholders from transferring their shares of First Carolina common stock prior to shareholder approval of the Merger. The Support Agreements will terminate upon the earlier of the consummation of the Merger, the amendment of the Merger Agreement in any manner that materially and adversely affects any of shareholder’s rights set forth therein (including,\n\n3\n\nfor a reduction to the merger consideration not contemplated in the Merger Agreement), the termination of the Agreement in accordance with its terms, and July 14, 2028.\n\nThe Claims Letters generally provide for the release of any claims that the directors, executive officers and shareholders party thereto may have against First Carolina, Carolina Bank, their directors and officers, and respective successors and assigns, effective upon the consummation of the Merger.\n\nThe Non-Competition and Non-Disclosure Agreements generally provide that the directors, executive officers and shareholders party thereto will not (i) disclose or use any Confidential Information or Trade Secrets (as defined therein); or (ii) solicit customers, or prospective customers, of Carolina Bank for the purpose of providing competitive products or services, act as a shareholder, director, manager, officer or employee of any competing business located within the Restricted Territory (as defined therein), or solicit or recruit or attempt to solicit or recruit, any employee of First Bancorp or Carolina Bank, in each case for a period of two years after the consummation of the Merger.\n\nThe foregoing summary of the Support Agreement, Claims Letters, and Non-Competition and Non-Disclosure Agreements is qualified in its entirety by reference to the complete text of such documents, which are included as Exhibits B, C and D to the Merger Agreement, filed as Exhibit 2.1 to this Current Report on Form 8-K and which is incorporated herein by reference."}