UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________

Form 8-K

__________________

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 2127, 2026

First Bancorp

(Exact Name of Registrant as Specified in its Charter)

North Carolina

0-15572

56-1421916

(State or Other Jurisdiction

(Commission

(I.R.S. Employer

of Incorporation)

File Number)

Identification Number)

300 SW Broad Street,

Southern Pines,

28387

(Address of Principal Executive Offices)

(Zip Code)

(910) 246-2500

____________________

(Registrant’s telephone number, including area code)

Not Applicable

___________________

(Former Name or Former Address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


			☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


			☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


			☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


			☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol	Name of each exchange on which registered:
Common Stock, No Par Value	FBNC	The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading symbol Name of each exchange on which registered:

Common Stock, No Par Value FBNC The Nasdaq Global Select Market

First Bancorp

INDEX

			Page
Item 2.02 – Results of Operations and Financial Condition			3
Item 5.02 - Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers			3
Item 8.01. Other Events			3
Item 8.01. Other Events			3
Item 9.01 – Financial Statements and Exhibits			3
Signatures			34
Exhibit 99.1 News Release dated January 21, 2026			4
Exhibit 99.1 News Release dated January 27, 2026			5
Exhibit 99.2 Earnings Release Presentation dated January 21, 2026			18

~~Item~~ITEM 25.02. DEPARTURE -OF ~~Results~~DIRECTORS ofOR ~~Operations~~PRINCIPAL ~~and~~OFFICERS; ~~Financial~~ELECTION ~~Condition~~OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS

On January 21 27, 2026, First Bancorp (the “~~Registrant” or “~~Company”), ~~issued~~the anparent ~~earnings~~company ~~release~~of toFirst ~~announce~~Bank ~~its~~announced ~~financial~~that ~~results~~Mary ~~for~~Clara ~~the~~Capel ~~three~~has ~~month~~retired ~~period~~as ~~ended~~a ~~December 31,~~director ~~2025. The~~of ~~earnings~~the ~~release~~Board ~~contains~~of ~~forward-looking~~Directors ~~statements~~of ~~regarding~~ the Company, and ~~includes~~as ~~cautionary~~a ~~language~~director ~~identifying~~of ~~important~~the ~~factors~~Board ~~that~~of ~~could~~Directors ~~cause~~of ~~actual~~First ~~results~~Bank toeffective ~~differ~~January ~~materially~~27, ~~from those anticipated~~2026. ~~The earnings release is furnished as Exhibit 99~~Ms.1. ~~Consequently,~~Capel’s itretirement iswas not ~~deemed "filed" for purposes of Section 18 of~~ the ~~Securities~~result ~~Exchange Act~~ of ~~1934~~any ordisagreement ~~otherwise~~between ~~subject to~~ the ~~liabilities~~Company ofand ~~that section~~Ms. ~~Such~~ ~~materials~~Capel ~~may~~concerning ~~only~~any bematters ~~incorporated~~relating byto ~~reference into another filing under~~ the ~~Exchange~~Company’s ~~Act~~operations, policies or ~~Securities Act of 1933 if such subsequent filing specifically references this Form 8-K~~practices.

~~Item 9.01~~A –copy ~~Financial~~of ~~Statements~~First Bancorp’s Press Release making this announcement is attached as Exhibit 99.1 and ~~Exhibits~~is incorporated herein by reference.

ITEM ~~(d)~~8.01 ~~Exhibits~~– OTHER EVENTS

~~Exhibit~~On 99January 27, 2026, the Company announced that the Board of Directors of the Company has authorized the Company’s management to implement a stock repurchase plan for up to $40.10 –million ~~News~~of ~~Release~~the ~~issued~~Company’s onoutstanding ~~January~~Common 21Stock. Repurchases under the plan may be made in the open market, ~~2026~~in privately negotiated transactions or otherwise, subject to the terms of the plan, market conditions and other factors. Open market purchases will be made within the pricing, volume and other requirements of Rule 10b-18 promulgated under the Securities Exchange Act of 1934, as amended.

~~Exhibit 99~~The plan does not obligate the Company to acquire any particular amount of its Common Stock.2 The ~~Earnings~~plan ~~Release~~is ~~Presentation~~valid ~~dated~~through January 2127, ~~2026~~2027 and may be extended, modified, suspended or discontinued at any time.

~~Disclosures~~ITEM ~~About~~8.01 ~~Forward~~– ~~Looking~~OTHER ~~Statements~~EVENTS

~~This~~On ~~news~~January ~~release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995~~27, ~~which statements are inherently subject to risks and uncertainties. Forward-looking statements are statements that include projections~~2026, ~~predictions, expectations or beliefs about future events or results or otherwise are not statements of historical fact. Such statements are often characterized by~~ the use of qualifying words (and their derivatives) such as “expect,” “believe,” “estimate,” “plan,” “project,” “anticipate,” or other statements concerning opinions or judgments of the Company ~~and~~reported ~~its management about future events. Factors~~ that ~~could~~its ~~influence~~board ~~the accuracy~~ of ~~such~~directors ~~forward-looking~~had ~~statements~~approved ~~include,~~a ~~but~~cash ~~are~~dividend ~~not~~on ~~limited~~its ~~to,~~common ~~the~~stock ~~financial success or changing strategies~~ of ~~the Company’s customers, the Company’s level of success in integrating acquisitions, actions of government regulators, the level of market interest rates, and general economic conditions~~$0. ~~For~~24 ~~additional~~per ~~information~~share ~~about~~payable ~~the~~on ~~factors~~April ~~that could affect the matters discussed in this paragraph~~24, ~~see~~2026 ~~the~~to ~~“Risk~~shareholders ~~Factors” section~~ of ~~the~~record ~~Company’s most recent Annual Report on Form 10-K. Forward-looking statements speak only~~ as of ~~the~~March ~~date they are made~~31, ~~and the Company undertakes no obligation to update or revise forward-looking statements~~2026. ~~The~~This ~~Company~~represents isan ~~also~~increase ~~not~~over ~~responsible for changes made to~~ the ~~press~~prior ~~release~~dividend byamount ~~wire~~of ~~services,~~$0.23 ~~internet~~per ~~services or other media~~share.

~~Signatures~~ITEM 9.01 – FINANCIAL STATEMENTS AND EXHIBITS

~~Pursuant~~Exhibit to99.1 ~~the~~– ~~requirements~~News ofRelease ~~the~~dated ~~Securities~~January ~~Exchange Act of 1934~~27, ~~the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.~~2026

First Bancorp

January 21, 2026

By:

/s/ Richard H. Moore

Richard H. Moore

Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

FIRST BANCORP

January 27, 2026

By:

/s/ Richard H. Moore

Richard H. Moore

Chief Executive Officer

Filing Compare · FIRST BANCORP /NC/