First Carolina Financial Services Inc美股招股说明书(2026-06-18版)

5,500,000 SharesCommon Stock This prospectus relates to the initial public offering of shares of common stock of First Carolina FinancialServices, Inc., a North Carolina corporation and the bank holding company for First Carolina Bank, our principalsubsidiary and a North Carolina state-chartered bank. We are offering 5,500,000 shares of our common stock, par value $0.50 per share. Prior to this offering,there has been no public market for our common stock. The initial public offering price per share of our commonstock is $12.50. We have been approved to list our common stock on the New York Stock Exchange (“NYSE”)under thesymbol “FCBM”. We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of2012 and, as a result, are subject to reduced public company disclosure standards. See the section entitled“Implications of Being an Emerging Growth Company.” Investing in our common stock involves risks. See the section entitled “Risk Factors,” beginning on page36to read about factors you should consider before investing in our common stock. None of the United States Securities and Exchange Commission, any state securities commission, theFederal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System nor anyother regulatory body has approved or disapproved of these securities or passed upon the accuracy oradequacy of this prospectus. Any representation to the contrary is a criminal offense. (1)See the section entitled “Underwriting” for additional information regarding underwriting compensation. At our request, the underwriters have reserved up to 11% of the shares of our common stock offered by thisprospectus for sale, at the initial public offering price, to our directors, officers, principal shareholders,employees, business associates, and related persons who have expressed an interest in purchasing our commonstock in this offering. See section entitled “Underwriting—Directed Share Program.” We have granted the underwriters an option for a period of 30 days from the date of this prospectus topurchase up to an additional 825,000 shares of our common stock at the initial public offering price, lessunderwriting discounts and commissions. These securities are not deposits, savings accounts or other obligations of any bank or savingsassociation and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any othergovernmental agency and are subject to investment risks, including the possible loss of the entire amountyou invest. The underwriters expect to deliver the shares of our common stock to purchasers on or about June 22, 2026,subject to customary closing conditions. Keefe, Bruyette & Woods A Stifel Company Co-Managers Hovde Group, LLC Raymond James Prospectus dated June 17, 2026. TABLE OF CONTENTS PageProspectus Summary1Risk Factors36Cautionary NoteRegarding Forward-Looking Statements67Use of Proceeds69Capitalization70Dilution71Dividend Policy72Management’s Discussion and Analysis of Financial Condition and Results of Operations73Business112Supervision and Regulation138Management149Executive and Director Compensation157Certain Relationships and Related Party Transactions166Principal Shareholders168Description of Capital Stock170Shares Eligible for Future Sale174U.S. Federal Income Tax Considerations to Non-U.S. Holders176Underwriting179Legal Matters184Experts184Where You Can Find More Information184Index to Consolidated Financial StatementsF-1 Through and including July 12, 2026 (the 25th day after the date of this prospectus), all dealers effectingtransactions in these securities, whether or not participating in this offering, may be required to deliver aprospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriterand with respect to an unsold allotment or subscription. We and the underwriters have not authorized anyone to provide any information or to make any representationsother than those contained in this prospectus or in any free writing prospectus we have prepared or that has beenprepared on our behalf or to which we have referred you. We and the underwriters take no responsibility for, and canprovide no assurance as to the reliability of, any other information that others may give you. This prospectus is anoffer to sell only the shares of common stock offered by this prospectus, and only under circumstances and injurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of the date ofthis prospectus. Our business, financial condition, and results of operations may have changed since that date. For investors outside the United States: neither we nor the underwriters have done anything that wouldpermit this offering or possession or distribution of this prospectus or any free writing prospectus in connection withthis offering in any jurisdiction where action for that purpose is required, other than in the Un