First Bancorp (Nasdaq: FBNC), the parent company of First Bank, and First Carolina Bancshares Corporation ("First Carolina"), the parent company of Carolina Bank & Trust Company ("Carolina Bank"), announced the signing of a definitive merger agreement under which First Bancorp will acquire First Carolina in a stock and cash transaction with an aggregate value of $166 million, based on First Bancorp's stock price of $64.22 as of July 13, 2026. The consideration payable to First Carolina shareholders consists of 1,967,017 shares of First Bancorp common stock and $40 million in cash.

The merger agreement, unanimously approved by the board of directors of each company, is expected to close in the fourth quarter of 2026 or early in the first quarter of 2027, subject to customary closing conditions, including First Carolina shareholder approval and regulatory approval.

Carolina Bank is a privately held community bank headquartered in Florence, South Carolina with approximately $831 million in assets. Founded in 1936, the Bank has had a longstanding presence in the Pee Dee region of South Carolina and operates 14 branches across six counties in the state. Offering a full range of financial services to individuals and small to mid-sized businesses, Carolina Bank is one of the top-performing community banks based in the Carolinas with an LTM return on average assets of 1.60% for the twelve months ended March 31, 2026.

“Carolina Bank has deep roots in the communities it serves and a strong reputation for relationship-based banking," said Adam Currie, president and CEO of First Bank, in a press release. "Their approach to serving customers aligns closely with our own, and we look forward to building on that foundation together. Carolina Bank's model of local decision-making, with lending and service supported by bankers who live and work in their communities, reflects the same principles that have guided First Bank's growth across the Carolinas.”

“This partnership brings together two organizations that share a commitment to community banking,” said Rick Beasley, chairman and CEO of Carolina Bank, in a press release. “Our customers will benefit from expanded resources, while continuing to work with the team they know and trust.”

Upon completion of the transaction, First Bancorp will strengthen its presence in South Carolina and enhance its ability to serve customers across the state. On a pro forma basis, First Bank will rank in the top 10 for deposit market share in both North and South Carolina based on June 30, 2025 FDIC deposit data. The combination is expected to increase First Bank's scale in key markets and support continued growth in commercial and retail banking and wealth management services throughout its entire footprint. First Bancorp plans to release quarterly earnings on July 22, 2026, which are expected to be in line with market expectations and past performance.

Stephens Inc. served as financial advisor to First Bancorp, and Brooks, Pierce, McLendon, Humphrey & Leonard, LLP provided legal counsel. Piper Sandler & Co. served as financial advisor to First Carolina, and Nelson Mullins Riley & Scarborough LLP served as legal counsel.

First Bancorp is a bank holding company headquartered in Southern Pines, North Carolina. Its principal activity is the ownership and operation of First Bank, a state-chartered community bank established in 1935 providing a full range of financial services. First Bank operates a network of branches across North Carolina and South Carolina and focuses on delivering tailored financial solutions supported by local expertise.