{"url_path":"/sec/fbnc/8-k/2026-07-14/item-9-01","section_key":"item-9-01","section_title":"Item 9.01 Financial Statements and Exhibits","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":897,"has_tables":true,"body_markdown":"Item 9.01 – Financial Statements and Exhibits\n\n(d) Exhibits. The following exhibit index lists the exhibits that are furnished with this Current Report on Form 8-K:\n\nExhibit No.Description\n\n[2.1](firstbancorp-agreementan.htm)\nAgreement and Plan of Merger, dated July 14, 2026, by and between First Bancorp and First Carolina Bancshares Corporation\n\n[99.1](exhibit991newsreleasedated.htm)\nJoint Press Release dated July 14, 2026, announcing the Merger Agreement.\n\n[99.2](investorpresentation.htm)\nInvestor Presentation dated July 14, 2026.\n\nCautionary Statements Regarding Forward-Looking Information\n\nThis Current Report on Form 8-K contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. In general, forward-looking statements usually use words such as “may,” “believe,” “expect,” “anticipate,” “intend,” “will,” “should,” “plan,” “estimate,” “predict,” “continue” and “potential” or by variations of such words or by similar expressions. Such forward-looking statements include, but are not limited to, statements about the benefits of the combination of First Bancorp and First Carolina, including future financial and operating results, expected cost savings, expected impact on future earnings, the combined company's plans, objectives, expectations and intentions and other statements that are not historical facts. These forward-looking statements are subject to numerous assumptions, risks and uncertainties which change over time. Forward-looking statements speak only as of the date they are made and you are cautioned not to place undue reliance on any forward-looking statements. We assume no duty to update forward-looking statements.\n\nIn addition to factors previously disclosed in First Bancorp’s reports filed with the SEC, the following factors among others, could cause actual results to differ materially from forward-looking statements: expected benefits may not materialize in the time frames expected or at all, or may be more costly to achieve; the Merger may not be timely completed, if at all; prior to completion of the Merger or thereafter, the parties’ respective businesses may not perform as expected due to transaction-related uncertainties or other factors; the parties may be unable to implement successful integration strategies; the required regulatory, shareholder, or other closing conditions may not be satisfied in a timely manner, or at all; reputational risks and the reaction of the parties’ customers to the Merger; diversion of management time to Merger-related issues; deposit attrition, operating costs, customer losses and business disruption following the Merger, including adverse effects on relationships with employees, may be greater than expected; and legislative or regulatory changes, including changes in accounting standards, may adversely affect the businesses in which First Bancorp and First Carolina are engaged. First Bancorp and First Carolina caution that the foregoing list of factors is not exclusive. Consequently, no forward-looking statement can be guaranteed. All subsequent written and oral forward-looking statements concerning the proposed transaction or other matters attributable to First Bancorp and First Carolina or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Neither First Carolina nor First Bancorp undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. For any forward-looking statements made in this Current Report on Form 8-K, the exhibits hereto or any related documents, First Bancorp and First Carolina claim protection of\n\n4\n\nthe safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.\n\nAdditional Information and Where to Find It\n\nThis communication is being made in respect of the Merger involving First Bancorp and First Carolina. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the Merger, First Bancorp will file with the SEC a registration statement on Form S-4 that will include a proxy statement/prospectus for First Carolina’s shareholders. First Bancorp also plans to file other documents with the SEC regarding the Merger. First Carolina will mail the final proxy statement/prospectus to its shareholders. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE ENTIRE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. The proxy statement/prospectus, as well as other filings containing information about First Bancorp, will be available without charge, at the SEC’s website (http://www.sec.gov). Copies of the proxy statement/prospectus and other documents filed with the SEC in connection with the Merger can also be obtained, when available, without charge, from First Bancorp’s website (http://www.localfirstbank.com) and First Carolina’s website (https://www.carolinabank.net).\n\nParticipants in the Merger Solicitation\n\nFirst Carolina and certain of its directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the shareholders of First Carolina in respect of the Merger. Information regarding the directors and executive officers of First Carolina and other persons who may be deemed participants in the solicitation of First Carolina’s shareholders in connection with the Merger will be included in the proxy statement/prospectus and other relevant documents regarding the Merger filed with the SEC when they become available.\n\n5\n\nSIGNATURES\n\n    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.\n\n       \n\n      FIRST BANCORP\n\n       \n\n  July 14, 2026  \nBy:  \n/s/ Richard H. Moore\n\n      Richard H. Moore\n\n      Chief Executive Officer\n\n6"}