First Citizens Bancshares, Inc. Securities Lawsuit Investigation

Shamis & Gentile P.A., a law firm that advocates for investors who are victims of securities fraud, is investigating potential claims against First Citizens Bancshares, Inc. (FIZN)

If you held First Citizens Bancshares (FIZN) shares when the proposed merger with Park National Corporation (PRK) was announced on October 27, 2025, and continue to hold them today, you may have legal options to ensure the transaction provides fair value and full disclosure to shareholders.

About First Citizens Bancshares

First Citizens Bancshares is a Tennessee-incorporated bank holding company that operates through its principal subsidiary, First Citizens National Bank. The company provides retail and commercial banking, wealth management, insurance, and related financial services, primarily across Tennessee.

As of September 30, 2025, FIZN reported approximately $2.6 billion in assets and maintained 24 branch offices in the state.

What’s Being Investigated

Lawyers are investigating whether First Citizens Bancshares’ board of directors secured the best possible value for shareholders in connection with the company’s proposed merger with Park National Corporation (PRK).

On October 27, 2025, First Citizens and Park National jointly announced a definitive merger agreement. Under the announced terms, First Citizens shareholders will receive 0.52 shares of Park common stock for each FIZN share, valuing the transaction at approximately $317 million based on Park’s closing price on October 25, 2025. The merger is anticipated to close in the first quarter of 2026, pending shareholder and regulatory approvals.

Following completion of the transaction, First Citizens’ CEO will lead Park’s new Tennessee region, and one First Citizens director will join Park’s board of directors.

The investigation examines whether the First Citizens board conducted a fair and informed process in negotiating the merger, including its consideration of strategic alternatives, independence in approving the transaction, and adequacy of the disclosures provided to shareholders.

Your Rights and Next Steps

This is an active investigation into whether First Citizens Bancshares’ directors and officers fulfilled their fiduciary duties in connection with the proposed merger with Park National Corporation. If you were a First Citizens (FIZN) shareholder at the time of the merger announcement and continue to hold shares today, you may have certain rights.

Shareholders who meet these criteria may consider the following options:

• Join as a plaintiff in a shareholder action if evidence supports claims of breaches of duty or an unfair process.
• Seek changes to the merger agreement that provide for improved disclosures or an enhanced exchange ratio.

Shareholder actions of this type require that you held First Citizens (FIZN) shares at the time of the merger announcement and continue to hold them until the matter is resolved or the merger closes.

What Shareholders Can Do

Securities investigations are time-sensitive. If you have held First Citizens Bancshares (FIZN) securities since the merger announcement on October 27, 2025, you may have legal options to ensure the transaction provides fair value and full disclosure to shareholders, at absolutely no cost to you.

Please complete the form below to join the investigation.