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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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Effective June 17, 2026, First Carolina Financial Services, Inc., a North Carolina corporation (the "Company"), amended its articles of incorporation (the "Articles of Incorporation") in connection with the 2-for-1 forward stock split of its common stock completed concurrently with the amendment. Effective June 22, 2026, the Company amended and restated its bylaws (the "Bylaws"). As described in the final prospectus, dated June 17, 2026 (the "Prospectus"), relating to the Company's Registration Statement on Form S-1 (File No. 333-296151), as amended, filed with the Securities and Exchange Commission on June 18, 2026, pursuant to Rule 424(b) under the Securities Act of 1933, the Company's board of directors previously approved the articles of amendment to the Articles of Incorporation (the "Articles of Amendment") and the amendment and restatement of the Bylaws, in each case to be effective prior to the closing of the Company's initial public offering. A description of certain provisions of the Bylaws is set forth in the section titled "Description of Capital Stock" in the Prospectus.
The foregoing description of the Articles of Amendment and the Bylaws is qualified in its entirety by reference to (a) the Articles of Amendment, filed as Exhibit 3.1, and (b) the Bylaws, filed as Exhibit 3.2 hereto, each of which is incorporated herein by reference.
On June 22, 2026, the Company completed its initial public offering of 5,500,000 shares of its common stock, par value $0.50 per share, at a price to the public of $12.50 per share. The gross proceeds to the Company from the initial public offering were approximately $68.75 million before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.