Item 3. Source and Amount of Funds or Other Consideration.
The shares of the Issuers Class A 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, in part in exchange for their shares of First Citizens
Bancorporation, Inc. (Bancorp) upon its merger into the Issuer effective October 1, 2014 (the Bancorp Merger), and in part, directly or indirectly, from or through the estate of their father, Frank B. Holding. Shares
held by their children and grandchildren were acquired in part through gifts from them and Frank B. Holding and Ella Ann L. Holding and in part in connection with the Bancorp Merger. Shares held by Ella Ann L. Holding were acquired in part at the
time of the Issuers formation in 1986 in exchange for shares of its predecessor, in part with personal funds, in part as a beneficiary of her husband, Frank B. Holdings, estate, and in part in connection with the Bancorp Merger. Shares
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 Bancorp Merger. In connection with the Bancorp 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 Bancorp 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. Olivia B. Holding, Carson H.
Brice, Claire H. Bristow and Ella Ann L. Holding are the siblings and mother, respectively, of Frank B. Holding, Jr., and Hope H. Bryant, and do not participate in the management or policy-making functions of the Issuer. 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. Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, effective
January 3, 2022, Merger Sub merged with and into CIT, with CIT as the surviving entity (the First-Step Merger), with the result that each outstanding share of CITs common stock was converted into 0.062 shares of the
Issuers Class A Common Stock. Following the effective time of the First-Step Merger (the Effective Time), CIT merged with and into FCB, with FCB as the surviving entity (together with the First-Step Merger, the CIT
Merger).
As an inducement for CIT to enter into the Merger Agreement, contemporaneously with the execution of the Merger Agreement,
Frank B. Holding, Jr. Hope H. Bryant, Claire H. Bristow, and her spouse, Peter M. Bristow, entered into a Voting Agreement (the Voting Agreement) with CIT, pursuant to which each of them agreed, among other things:
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(a)
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to vote a number of shares of the Issuers Class A Common Stock and Class B Common Stock
beneficially owned by them, respectively (the Shares, as specified in Schedule A to the Voting Agreement), (i) in favor of the approval of the issuance of shares of the Issuers capital stock pursuant to the Merger Agreement,
(ii) in favor of any proposals for the approval and adoption of the Merger Agreement or any other proposal submitted to the Issuers shareholders pursuant to or necessary for the consummation of the transactions contemplated by the Merger
Agreement, (iii) against certain other proposals described therein (including without limitation any other proposal made in opposition to or that is otherwise in competition or inconsistent with the transactions contemplated by the Merger
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