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As filed with the Securities and Exchange Commission on July 2, 2021

Registration No.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

FIRST BANCORP
(Exact name of registrant as specified in its charter)

North Carolina

(State or other jurisdiction of
incorporation or organization)

6022

(Primary Standard Industrial
Classification Code Number)

56-1421916

(I.R.S. Employer
Identification Number)

First Bancorp
300 SW Broad Street
Southern Pines, North Carolina 28387
(910) 246-2500

(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)

Richard H. Moore
Chief Executive Officer
300 SW Broad Street
Southern Pines, North Carolina 28387
(910) 246-2500

(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copies to:

Robert A. Singer, Esq.
Iain MacSween, Esq.
Brooks, Pierce, McLendon, Humphrey& Leonard, L.L.P.
2000 Renaissance Plaza
230 N. Elm Street
Greensboro, North Carolina 27401
(336) 373-8850

Todd H. Eveson, Esq.
Stuart M. Rigot, Esq.
Jonathan A. Greene, Esq.
Wyrick Robbins Yates & Ponton, LLP
4101 Lake Boone Trail, Suite 300
Raleigh, North Carolina 27607
(919) 781-4000

Approximate date of commencement of the proposed sale of the securities to the public:

As soon as practicable after this Registration Statement becomes effective and upon completion of the merger described in
the enclosed document.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

	Large accelerated filer ☒			Accelerated filer ☐
	Non-accelerated filer ☐			Smaller reporting company ☐
				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 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

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CALCULATION OF REGISTRATION FEE

Title of each class of Securities to be Registered

Amount to be
Registered(1)

Proposed
Maximum
Offering
Price Per Share

Proposed
Maximum
Aggregate
Offering Price(2)

Amount of
Registration Fee(3)

Common Stock, no par value

7,150,890

N/A

$281,128,156

$30,671

(1)

Represents the maximum number of shares of common stock of First Bancorp that may be issued to holders of shares of common stock of Select Bancorp, Inc. in the merger described herein, assuming the exercise of the outstanding options to acquire shares of Select Bancorp, Inc. common stock.

(2)

Estimated solely for the purpose of determining the registration fee required by Section 6(b) of the Securities Act and calculated in accordance with Rules 457(c) and 457(f) of the Securities Act, based on the market value of the shares of Select Bancorp, Inc. common stock expected to be exchanged for First Bancorp’s common stock in connection with the merger, as established by the average of the high and low sales prices of Select Bancorp, Inc. common stock on the NASDAQ Global Market on June 30, 2021 of $16.04 per share. The registration fee was recalculated as follows: 17,229,504 shares of Select Bancorp, Inc. common stock outstanding, with 297,189 options outstanding. Assuming all options are exercised, the market value of the (Select Bancorp, Inc.) securities to be received by First Bancorp equals 17,526,693 x $16.04 = $281,128,156.

(3)

Computed pursuant to Rules 457(c) and 457(f) of the Securities Act, based on a rate of $109.10 per $1,000,000 of the proposed maximum aggregate offering price. The rate of $109.10 per $1,000,000 results in a filing fee of $30,671.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This document shall not constitute an offer to sell or the solicitation of any offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

PRELIMINARY — SUBJECT TO COMPLETION — DATED July 2, 2021

	Proxy Statement			Prospectus

MERGER AND SHARE ISSUANCE PROPOSED — YOUR VOTE IS VERY IMPORTANT

Dear Shareholder:

On June 1, 2021 First Bancorp, a North Carolina corporation, and Select Bancorp, Inc., a North Carolina corporation (which we refer to as “Select”) entered into an Agreement and Plan of Merger and Reorganization (which we refer to as the “merger agreement”) that provides for the combination of First Bancorp and Select. Under the merger agreement, (i) Select will merge with and into First Bancorp (which we refer to as the “merger”), with First Bancorp continuing as the surviving corporation in the merger and (ii) immediately following the completion of the merger, Select Bank & Trust Company, a North Carolina chartered bank and a wholly-owned subsidiary of Select (which we refer to as “Select Bank”), will merge with and into First Bank, a North Carolina chartered bank and a wholly-owned subsidiary of First Bancorp (which we refer to as the “bank merger”), with First Bank being the surviving entity in the bank merger.

In the merger, each outstanding share of Select’s common stock, par value $1.00 per share (which we collectively refer to as “Select common stock”), except for specified shares of Select common stock owned by Select or First Bancorp, will be converted into the right to receive 0.408 shares (which we refer to as the “exchange ratio”) of First Bancorp’s common stock, no par value (which we refer to as “First Bancorp common stock”). First Bancorp will also assume the assets and liabilities of Select in the merger.

Although the number of shares of First Bancorp common stock that Select shareholders will be entitled to receive is fixed, the market value of the merger consideration will fluctuate with the market price of First Bancorp common stock and will not be known at the time Select shareholders and First Bancorp shareholders vote on the merger. Based on the $45.41 closing price of First Bancorp’s common stock on the NASDAQ Global Select Market (which we refer to as the “NASDAQ GSM”) on June 1, 2021, the last trading day before public announcement of the merger, the 0.408 exchange ratio represented approximately $18.53 in value for each share of Select common stock. Based on the $[•] closing price of First Bancorp’s common stock on the NASDAQ GSM on [•], the latest practicable trading day before the printing of this joint proxy statement/prospectus, the 0.408 exchange ratio represented approximately $[•] in value for each share of Select common stock. Based on the 0.408 exchange ratio and the number of shares of Select common stock outstanding as of [•] the maximum number of shares of First Bancorp common stock estimated to be issuable in the merger is [•]. We urge you to obtain current market quotations for First Bancorp (trading symbol “FBNC”) and Select (trading symbol “SLCT”).

First Bancorp will hold a special meeting (which we refer to as the “First Bancorp special meeting”) of its shareholders in connection with the merger. At the First Bancorp special meeting, First Bancorp shareholders will be asked to vote to approve the merger agreement and related matters as described in this joint proxy statement/prospectus. Under North Carolina law, approval of the merger agreement requires the affirmative vote of a majority of the outstanding shares of First Bancorp common stock.

Select will hold a special meeting (which we refer to as the “Select special meeting”) of its shareholders in connection with the merger. At the Select special meeting, Select shareholders will be asked to vote to approve the merger agreement and related matters as described in this joint proxy statement/prospectus. Under North Carolina law, approval of the merger agreement requires the affirmative vote of a majority of the outstanding shares of Select common stock.

The First Bancorp special meeting will be held at [•] on [•], at [•]local time. The Select special meeting will be held at [•] on [•], at [•] local time.

First Bancorp’s board of directors unanimously recommends that First Bancorp shareholders vote “FOR” the approval of the merger agreement and “FOR” the other matters to be considered at the First Bancorp special meeting.

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Select’s board of directors unanimously recommends that Select shareholders vote “FOR” the approval of the merger agreement and “FOR” the other matters to be considered at the Select special meeting.

This joint proxy statement/prospectus describes the special meeting of First Bancorp, the special meeting of Select, the merger, the issuance of shares of First Bancorp common stock representing the merger consideration (which we refer to as the “First Bancorp share issuance”), the documents related to the merger, the bank merger and other related matters. Please carefully read this entire joint proxy statement/prospectus, including “Risk Factors,” beginning on page [14], for a discussion of the risks relating to the proposed merger and the First Bancorp share issuance. You also can obtain information about First Bancorp and Select from documents that each has filed with the Securities and Exchange Commission.

Richard H. Moore
Chief Executive Officer
First Bancorp

William L. Hedgepeth II
President and Chief Executive Officer
Select Bancorp, Inc.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the merger or passed upon the adequacy or accuracy of this joint proxy statement/prospectus. Any representation to the contrary is a criminal offense.

The securities to be issued in the merger are not savings or deposit accounts or other obligations of any bank or non-bank subsidiary of either First Bancorp or Select, and they are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

The date of this joint proxy statement/prospectus is , and it is first being mailed or otherwise delivered to the shareholders of First Bancorp and Select on or about .

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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To the Shareholders of First Bancorp:

First Bancorp will hold the First Bancorp special meeting at [•] on [•], at [•] local time to consider and vote upon the following matters:

•

a proposal to approve the merger agreement and the merger, pursuant to which Select will merge with and into First Bancorp, each as more fully described in this joint proxy statement/prospectus (which we refer to as the “First Bancorp merger proposal”); and

•

a proposal to adjourn the First Bancorp special meeting, if necessary or appropriate, to solicit additional proxies in favor of the First Bancorp merger proposal (which we refer to as the “First Bancorp adjournment proposal”).

We have fixed the close of business on [•] as the record date for the First Bancorp special meeting (which we refer to as the “First Bancorp record date”). Only First Bancorp common shareholders of record at that time are entitled to notice of, and to vote at, the First Bancorp special meeting or any adjournment of the First Bancorp special meeting. First Bancorp has determined that shareholders of First Bancorp common stock are not entitled to appraisal rights with respect to the proposed merger under Article 13 of Chapter 55 of the North Carolina Business Corporation Act. Approval of the First Bancorp merger proposal requires the affirmative vote of a majority of the outstanding shares of First Bancorp common stock. The First Bancorp adjournment proposal will be approved if a majority of the votes cast by the holders of First Bancorp’s common stock at the First Bancorp special meeting are voted in favor of the adjournment proposal.

First Bancorp’s board of directors has unanimously approved the merger agreement, the merger and the First Bancorp share issuance, has determined that the merger agreement and the transactions contemplated thereby, including the merger and the First Bancorp share issuance, are advisable and in the best interests of First Bancorp and its shareholders, and unanimously recommends that First Bancorp shareholders vote “FOR” the First Bancorp merger proposal and “FOR” the First Bancorp adjournment proposal.

Your vote is very important. We cannot complete the merger unless First Bancorp’s common shareholders approve the First Bancorp merger proposal.

Regardless of whether you plan to attend the First Bancorp special meeting, please vote as soon as possible. If you hold stock in your name as a shareholder of record of First Bancorp, please complete, sign, date and return the accompanying proxy card in the enclosed postage-paid return envelope. You may also vote through the Internet or by telephone. If you hold your stock in “street name” through a bank or broker, please follow the instructions on the voting instruction card furnished by the record holder.

This joint proxy statement/prospectus provides a detailed description of the First Bancorp special meeting, the merger, the First Bancorp share issuance, the documents related to the merger, the bank merger and other related matters. We urge you to read this entire joint proxy statement/prospectus, including any documents incorporated in the joint proxy statement/prospectus by reference, and its annexes carefully and in their entirety.

BY ORDER OF THE BOARD OF DIRECTORS,

Richard H. Moore
Chief Executive Officer

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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To the Shareholders of Select:

Select will hold the Select special meeting at [•] on [•], at [•] local time to consider and vote upon the following matters:

•

a proposal to approve, on an advisory (non-binding) basis, the compensation that certain executive officers of Select may receive in connection with the merger pursuant to existing agreements or arrangements with Select (which we refer to as the “Select merger-related compensation proposal”); and

•

a proposal to adjourn the Select special meeting, if necessary or appropriate, to solicit additional proxies in favor of the Select merger proposal (which we refer to as the “Select adjournment proposal”).

We have fixed the close of business on [•] as the record date for the special meeting (which we refer to as the “Select record date”). Only Select common shareholders of record at that time are entitled to notice of, and to vote at, the Select special meeting, or any adjournment of the Select special meeting. Select has determined that shareholders of Select common stock are not entitled to appraisal rights with respect to the proposed merger under Article 13 of Chapter 55 of the North Carolina Business Corporation Act. Under North Carolina law, approval of the Select merger proposal requires the affirmative vote of a majority of the outstanding shares of Select common stock. For each of the Select merger-related compensation proposal and the Select adjournment proposal to be approved, the number of votes cast at the special meeting, in person or by proxy, in favor of such proposal must exceed the votes cast against such proposal.

Select’s board of directors has unanimously approved the merger agreement, has determined that the merger agreement and the transactions contemplated thereby, including the merger, are advisable and in the best interests of Select and its shareholders, and unanimously recommends that Select shareholders vote “FOR” the Select merger proposal, “FOR” the Select merger-related compensation proposal and “FOR” the Select adjournment proposal.

Your vote is very important. We cannot complete the merger unless Select’s common shareholders approve the Select merger proposal.

Regardless of whether you plan to attend the Select special meeting, please vote as soon as possible. If you hold stock in your name as a shareholder of record of Select, please complete, sign, date and return the accompanying proxy card in the enclosed postage-paid return envelope. You may also vote through the Internet or by telephone. If you hold your stock in “street name” through a bank or broker, please follow the instructions on the voting instruction card furnished by the record holder.

This joint proxy statement/prospectus provides a detailed description of the special meeting, the merger, the documents related to the merger, the bank merger and other related matters. We urge you to read the joint proxy statement/prospectus, including any documents incorporated in the joint proxy statement/prospectus by reference, and its annexes carefully and in their entirety.

BY ORDER OF THE BOARD OF DIRECTORS,

William L. Hedgepeth II
President and Chief Executive Officer

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REFERENCES TO ADDITIONAL INFORMATION

This joint proxy statement/prospectus incorporates important business and financial information about First Bancorp and Select from documents filed with the Securities and Exchange Commission (which we refer to as the “SEC”) that are not included in or delivered with this joint proxy statement/prospectus. You can obtain any of the documents filed with or furnished to the SEC by First Bancorp and/or Select at no cost from the SEC’s website at www.sec.gov. You may also request copies of these documents, including documents incorporated by reference in this joint proxy statement/prospectus, at no cost by contacting the relevant company at the following address:

First Bancorp
300 SW Broad Street
Southern Pines, North Carolina 28387
(910) 246-2500

Select Bancorp, Inc.
700 West Cumberland Street
Dunn, North Carolina 28334
(910) 892-7080

You will not be charged for any of these documents that you request. To obtain timely delivery of these documents, you must request them no later than five business days before the date of your meeting. This means that First Bancorp shareholders requesting documents must do so by [•], in order to receive them before the First Bancorp special meeting, and Select shareholders requesting documents must do so by [•], in order to receive them before the Select special meeting.

You should rely only on the information contained in, or incorporated by reference into, this document. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this document. This document is dated [•], and you should assume that the information in this document is accurate only as of such date. You should assume that the information incorporated by reference into this document is accurate as of the date of such document. Neither the mailing of this document to Select shareholders or First Bancorp shareholders nor the issuance by First Bancorp of shares of First Bancorp common stock in connection with the merger will create any implication to the contrary.

This document does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Except where the context otherwise indicates, information contained in this document regarding Select has been provided by Select and information contained in this document regarding First Bancorp has been provided by First Bancorp.

See “Where You Can Find More Information” beginning on page [•] for more details.

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QUESTIONS AND ANSWERS

The following are some questions that you, as a First Bancorp shareholder or a Select shareholder, may have about the merger, the First Bancorp share issuance, the First Bancorp special meeting or the Select special meeting, as applicable, and brief answers to those questions. We urge you to read carefully the remainder of this joint proxy statement/prospectus because the information in this section does not provide all of the information that might be important to you with respect to the merger, the First Bancorp share issuance, the First Bancorp special meeting or the Select special meeting, as applicable. For details about where you can find additional important information, please see the section of this joint proxy statement/prospectus entitled “Where You Can Find More Information” beginning on page [•].

Unless the context otherwise requires, references in this joint proxy statement/prospectus to “First Bancorp” refer to First Bancorp, a North Carolina corporation, and its affiliates, and references to “Select” refer to Select Bancorp, Inc., a North Carolina corporation, and its affiliates.

What is the merger?

First Bancorp and Select entered the merger agreement on June 1, 2021. The merger is the first step in a series of transactions to combine First Bancorp and Select, and their respective subsidiary banks, First Bank and Select Bank. The combined bank will be the largest community bank headquartered in North Carolina with approximately $9.6 billion in total assets and over [•] branches.

Under the merger agreement:

•

Select will merge with and into First Bancorp, with First Bancorp continuing as the surviving corporation (which we refer to as the “merger”); and

•

Immediately following the completion of the merger, Select Bank will merge with and into First Bank, with First Bank being the surviving entity in such merger (which we refer to as the “bank merger”).

A copy of the merger agreement is included in this joint proxy statement/prospectus as Annex A.

The merger cannot be completed unless, among other things, First Bancorp shareholders approve the First Bancorp merger proposal and Select shareholders approve the Select merger proposal.

Why am I receiving this joint proxy statement/prospectus?

We are delivering this document to you because it is a joint proxy statement being used by both the First Bancorp board of directors (which we refer to as the “First Bancorp board”) and the Select board of directors (which we refer to as the “Select board”) to solicit proxies from their respective shareholders in connection with approval of the merger and related matters.

First Bancorp has called the First Bancorp special meeting and Select has called the Select special meeting in order to approve the merger. This document serves as a joint proxy statement for the First Bancorp special meeting and the Select special meeting and describes the proposals to be presented at each special meeting.

In addition, this document is also a prospectus that is being delivered to Select shareholders because First Bancorp is offering shares of its common stock to Select shareholders in connection with the merger (which we refer to as the “First Bancorp share issuance”). It also constitutes a notice of special meeting with respect to the First Bancorp special meeting and the Select special meeting.

This joint proxy statement/prospectus contains important information about the merger, the First Bancorp share issuance and the other proposals being voted on at the First Bancorp special meeting and the Select special meeting. You should read it carefully and in its entirety. The enclosed materials allow you to have your shares voted by proxy without attending your special meeting. Your vote is important. We encourage you to submit your proxy as soon as possible.

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In addition to the First Bancorp merger proposal, what else are First Bancorp shareholders being asked to vote on?

In addition to the First Bancorp merger proposal, First Bancorp is soliciting proxies from its shareholders with respect to a proposal to adjourn the First Bancorp special meeting, if necessary or appropriate, to solicit additional proxies in favor of the First Bancorp merger proposal. Completion of the merger is not conditioned upon approval of the First Bancorp adjournment proposal.

In addition to the Select merger proposal, what else are Select shareholders being asked to vote on?

In addition to the Select merger proposal, Select is soliciting proxies from its shareholders with respect to a proposal to approve, on an advisory (non-binding) basis, the compensation that certain executive officers of Select may receive in connection with the merger pursuant to agreements or arrangements with Select and a proposal to adjourn the Select special meeting, if necessary or appropriate, to solicit additional proxies in favor of the Select merger proposal. Completion of the merger is not conditioned upon approval of the Select merger-related compensation proposal or the Select adjournment proposal.

What will Select shareholders be entitled to receive in the merger?

If the merger is completed, each share of Select common stock, except for certain shares of Select common stock owned by Select or First Bancorp will be converted into the right for each Select shareholder to receive a number of shares of First Bancorp common stock equal to the 0.408 exchange ratio multiplied by the number of such shares of Select common stock held by such Select shareholder immediately prior to the effective time of the merger (which we refer to as the “effective time”). First Bancorp will not issue any fractional shares of First Bancorp common stock in the merger. Select shareholders who would otherwise be entitled to a fractional share of First Bancorp common stock upon the completion of the merger will instead be entitled to receive an amount in cash (rounded to the nearest cent) based on $44.12 per share of First Bancorp common stock.

What will First Bancorp shareholders be entitled to receive in the merger?

First Bancorp shareholders will not be entitled to receive any merger consideration and will continue to hold the shares of First Bancorp common stock that they held immediately prior to the completion of the merger.

How will the merger affect Select stock options?

At the effective time, any unvested options to purchase shares of Select common stock will accelerate under applicable change in control provisions in Select’s 2004 Incentive Stock Option Plan, 2008 Omnibus Stock Ownership and Long Term Incentive Plan, 2010 Omnibus Stock Incentive Plan and 2018 Omnibus Stock Incentive Plan (which we refer to as the “Select Option Plans”) and each outstanding and unexercised stock option will be cancelled in exchange for the right to receive a single lump sum cash payment equal to the product obtained by multiplying (i) the number of shares of Select common stock subject to such option, by (ii) $18.00 less the exercise price per share of such option, less any applicable withholding taxes.

Will the value of the merger consideration change between the date of this joint proxy statement/prospectus and the time the merger is completed?

Although the number of shares of First Bancorp common stock that Select shareholders will be entitled to receive is fixed, the value of the merger consideration will fluctuate between the date of this joint proxy statement/prospectus and the completion of the merger based upon the market value for First Bancorp common stock. Any fluctuation in the market price of First Bancorp common stock after the date of this joint proxy statement/prospectus will change the value of the shares of First Bancorp common stock that Select shareholders will be entitled to receive.

How does the First Bancorp board recommend that I vote at the First Bancorp special meeting?

The First Bancorp board unanimously recommends that you vote “FOR” the First Bancorp merger proposal and “FOR” the First Bancorp adjournment proposal.

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How does the Select board recommend that I vote at the Select special meeting?

The Select board unanimously recommends that you vote “FOR” the Select merger proposal, “FOR” the Select merger-related compensation proposal and “FOR” the Select adjournment proposal.

When and where are the meetings?

The First Bancorp special meeting will be held at [•] on [•], at [•] local time.

The Select special meeting will be held at [•] on [•], at [•] local time.

What do I need to do now?

After you have carefully read this entire joint proxy statement/prospectus and have decided how you wish to vote your shares, please vote your shares promptly so that your shares are represented and voted at your special meeting. If you hold your shares in your name as a shareholder of record, you must complete, sign, date and mail your proxy card in the enclosed postage-paid return envelope as soon as possible. Alternatively, you may vote through the Internet or by telephone. Information and applicable deadlines for voting through the Internet or by telephone are set forth in the enclosed proxy card instructions. If you hold your shares in “street name” through a bank or broker, you must direct your bank or broker how to vote in accordance with the instructions you have received from your bank or broker. “Street name” shareholders who wish to vote in person at their special meeting will need to obtain a legal proxy from the institution that holds their shares.

What constitutes a quorum for the First Bancorp special meeting?

The presence at the First Bancorp special meeting, in person or by proxy, of holders representing at least a majority of the outstanding shares of First Bancorp common stock entitled to be voted at the First Bancorp special meeting will constitute a quorum for the transaction of business at the First Bancorp special meeting. Once a share is represented for any purpose at the First Bancorp special meeting, it is deemed present for quorum purposes for the remainder of the First Bancorp special meeting or for any adjournment(s) thereof. Abstentions and broker non-votes, if any, will be included in determining the number of shares present at the meeting for the purpose of determining the presence of a quorum.

What constitutes a quorum for the Select special meeting?

The presence at the Select special meeting, in person or by proxy, of holders representing at least a majority of the issued and outstanding shares of Select common stock entitled to be voted at the Select special meeting will constitute a quorum for the transaction of business at the Select special meeting. Once a share is represented for any purpose at the Select special meeting, it is deemed present for quorum purposes for the remainder of the Select special meeting or for any adjournment(s) thereof. Abstentions and broker non-votes, if any, will be included in determining the number of shares present at the meeting for the purpose of determining the presence of a quorum.

What is the vote required to approve each proposal at the First Bancorp special meeting?

First Bancorp merger proposal:

•

Standard: Approval of the First Bancorp merger proposal requires the affirmative vote of a majority of the outstanding shares of First Bancorp common stock.

•

Effect of abstentions and broker non-votes: If you mark “ABSTAIN” on your proxy, fail to submit a proxy or vote in person at the First Bancorp special meeting, or fail to instruct your bank or broker how to vote with respect to the First Bancorp merger proposal, it will have the same effect as a vote “AGAINST” the First Bancorp merger proposal.

First Bancorp adjournment proposal:

•

Standard: The First Bancorp adjournment proposal will be approved if a majority of the votes cast on such proposal at the First Bancorp special meeting are voted in favor of such proposal.

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•

Effect of abstentions and broker non-votes: If you mark “ABSTAIN” on your proxy card, fail to submit a proxy or vote in person at the First Bancorp special meeting or fail to instruct your bank or broker how to vote with respect to the First Bancorp adjournment proposal, it will have no effect on such proposal.

What is the vote required to approve each proposal at the Select special meeting?

Select merger proposal:

•

Standard: The Select merger-related compensation proposal will be approved if the votes cast at the special meeting, in person or by proxy, in favor of the proposal exceed the votes cast against the proposal.

•

Effect of abstentions and broker non-votes: If you mark “ABSTAIN” on your proxy, fail to submit a proxy or vote in person at the Select special meeting, or fail to instruct your bank or broker how to vote with respect to the Select merger proposal, it will have the same effect as a vote “AGAINST” the Select merger proposal.

Select merger-related compensation proposal:

•

Standard: The Select merger-related compensation proposal will be approved if a majority of the votes cast on such proposal at the Select special meeting are voted in favor of such proposal.

•

Effect of abstentions and broker non-votes: If you mark “ABSTAIN” on your proxy card, fail to submit a proxy or vote in person at the Select special meeting or fail to instruct your bank or broker how to vote with respect to the Select merger-related compensation proposal, it will have no effect on such proposal.

Select adjournment proposal:

•

Standard: The Select adjournment proposal will be approved if the votes cast at the special meeting, in person or by proxy, in favor of the proposal exceed the votes cast against the proposal.

•

Effect of abstentions and broker non-votes: If you mark “ABSTAIN” on your proxy card, fail to submit a proxy or vote in person at the Select special meeting or fail to instruct your bank or broker how to vote with respect to the Select adjournment proposal, it will have no effect on such proposal.

Why is my vote important?

If you do not vote, it will be more difficult for First Bancorp or Select to obtain the necessary quorum to hold their respective special meetings. In addition, your failure to submit a proxy or vote in person, or failure to instruct your bank or broker how to vote, or abstention with respect to the First Bancorp merger proposal or the Select merger proposal will have the same effect as a vote “AGAINST” approval of the merger agreement by the First Bancorp shareholders or by the Select shareholders, as applicable. The Select merger proposal must be approved by the affirmative vote of at least a majority of the outstanding shares of Select common stock. The First Bancorp merger proposal must be approved by the affirmative vote of at least a majority of the outstanding shares of First Bancorp common stock. The First Bancorp board unanimously recommends that the First Bancorp shareholders vote “FOR” the First Bancorp merger proposal and the Select board unanimously recommends that the Select shareholders vote “FOR” the Select merger proposal.

If my shares of common stock are held in “street name” by my bank or broker, will my bank or broker automatically vote my shares for me?

No. Your bank or broker cannot vote your shares without instructions from you. You should instruct your bank or broker how to vote your shares in accordance with the instructions provided to you. Please check the voting form used by your bank or broker.

Can I attend the meeting and vote my shares in person?

Yes. All shareholders of First Bancorp and Select, including shareholders of record and shareholders who hold their shares “in street name” through a bank or a broker, are invited to attend their respective

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special meetings. Holders of record of First Bancorp and Select common stock can vote in person at the First Bancorp special meeting and Select special meeting, respectively. If you are not a shareholder of record, you must obtain a proxy card, executed in your favor, from the record holder of your shares, such as a bank or a broker, to be able to vote in person at your meeting. If you plan to attend your meeting, you must hold your shares in your own name or have a letter from the record holder of your shares confirming your ownership. In addition, you must bring a form of personal photo identification with you in order to be admitted to the special meetings. First Bancorp and Select reserve the right to refuse admittance to anyone without proper proof of share ownership or without proper photo identification. The use of cameras, sound recording equipment, communications devices or any similar equipment during the special meetings is prohibited without First Bancorp’s or Select’s express written consent, respectively.

Can I change my vote?

First Bancorp shareholders: Yes. If you are a holder of record of First Bancorp common stock, you may change your vote or revoke any proxy at any time before it is voted by (i) signing and returning a proxy card with a later date, (ii) delivering a written revocation letter to First Bancorp’s corporate secretary, (iii) attending the First Bancorp special meeting in person, notifying the corporate secretary and voting by ballot at the First Bancorp special meeting or (iv) voting by telephone or the Internet at a later time. Attendance at the First Bancorp special meeting will not automatically revoke your proxy. A revocation or later-dated proxy received by First Bancorp after the vote will not affect the vote. First Bancorp’s corporate secretary’s mailing address is: Corporate Secretary, First Bancorp, 300 SW Broad Street, Southern Pines, North Carolina 28387.

Select shareholders: Yes. If you are a holder of record of Select common stock, you may change your vote or revoke any proxy at any time before it is voted by (i) signing and returning a proxy card with a later date, (ii) delivering a written revocation letter to Select’s corporate secretary, (iii) attending the Select special meeting in person, notifying the corporate secretary and voting by ballot at the Select special meeting or (iv) voting by telephone or the Internet at a later time. Attendance at the Select special meeting by itself will not automatically revoke your proxy. A revocation or later-dated proxy received by Select after the vote will not affect the vote. Select’s corporate secretary’s mailing address is: Corporate Secretary, Select Bancorp, Inc., 700 W. Cumberland Street, Dunn, North Carolina 28334.

If you hold your shares of First Bancorp common stock or Select common stock in “street name” through a bank or broker, you should contact your bank or broker to change your vote or revoke your proxy.

Will First Bancorp be required to submit the First Bancorp merger proposal to its shareholders even if the First Bancorp board has withdrawn, modified or qualified its recommendation?

Yes. Unless the merger agreement is terminated before the First Bancorp special meeting, First Bancorp is required to submit the First Bancorp merger proposal to its shareholders even if the First Bancorp board has withdrawn, modified or qualified its recommendation.

Will Select be required to submit the Select merger proposal to its shareholders even if the Select board has withdrawn, modified or qualified its recommendation?

Yes. Unless the merger agreement is terminated before the Select special meeting, Select is required to submit the Select merger proposal to its shareholders even if the Select board has withdrawn, modified or qualified its recommendation.

What are the U.S. federal income tax consequences of the merger to Select shareholders?

Holders of Select common stock are not expected to recognize gain or loss for U.S. federal income tax purposes on the exchange of their Select common stock for First Bancorp common stock in the merger, except with respect to any cash received in lieu of fractional shares of First Bancorp common stock. The obligations of Select and First Bancorp to complete the merger are subject to, among other conditions described in this joint proxy statement/prospectus, the receipt by each of Select and First Bancorp of the opinion of First Bancorp’s legal counsel or tax accounting firm to the effect that the

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merger will be treated as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (which we refer to as the “Code”).

You should read the section of this joint proxy statement/prospectus entitled “U.S. Federal Income Tax Consequences of the Merger” beginning on page [•] for a more complete discussion of the U.S. federal income tax consequences of the merger. Tax matters can be complicated and the tax consequences of the merger to you will depend on your particular tax situation. You should consult your tax advisor to determine the tax consequences of the merger to you.

Are Select shareholders and/or First Bancorp shareholders entitled to dissenters’ or appraisal rights?

No, neither Select shareholders nor First Bancorp shareholders are expected to be entitled to dissenters’ or appraisal rights in connection with the merger. For further information, see “The Merger — Dissenters’ Rights in the Merger” beginning on page [•].

If I am a Select shareholder, should I send in my Select stock certificates now?

No. Please do not send in your Select stock certificates with your proxy. After the merger, an exchange agent will send you instructions for exchanging Select stock certificates for the merger consideration. See “The Merger Agreement — Surrender of Certificates” beginning on page [•].

What should I do if I hold my shares of Select common stock in book-entry form?

You are not required to take any special additional actions if your shares of Select common stock are held in book-entry form. After the completion of the merger, shares of Select common stock held in book-entry form will automatically be exchanged for shares of First Bancorp common stock in book-entry form and cash to be paid in exchange for fractional shares, if any.

Whom may I contact if I cannot locate my Select stock certificate(s)?

If you are unable to locate your original Select stock certificate(s), you should contact Computershare Trust Company, N.A., Select’s transfer agent, at (800) 522-6645.

What should I do if I receive more than one set of voting materials?

First Bancorp shareholders and Select shareholders may receive more than one set of voting materials, including multiple copies of this joint proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold shares of First Bancorp and/or Select common stock in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold such shares. If you are a holder of record of First Bancorp common stock or Select common stock and your shares are registered in more than one name, you will receive more than one proxy card. In addition, if you are a holder of both First Bancorp common stock and Select common stock, you will receive one or more separate proxy cards or voting instruction cards for each company. Please complete, sign, date and return each proxy card and voting instruction card that you receive or otherwise follow the voting instructions set forth in this joint proxy statement/prospectus to ensure that you vote every share of First Bancorp common stock and/or Select common stock that you own.

When do you expect to complete the merger?

First Bancorp and Select currently expect to complete the merger in [•]. However, neither First Bancorp nor Select can assure you of when or if the merger will be completed. First Bancorp must obtain the approval of First Bancorp shareholders for the First Bancorp merger proposal, Select must obtain the approval of Select shareholders for the Select merger proposal, and the parties must obtain necessary regulatory approvals and satisfy certain other customary closing conditions.

What happens if the merger is not completed?

If the merger is not completed, Select shareholders will not receive any consideration for their shares in connection with the merger. Instead, Select will remain an independent public company and its common stock will continue to be listed and traded on the NASDAQ Global Market (which we refer

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to as the “NASDAQ GM”). In addition, if the merger agreement is terminated in certain circumstances, a termination fee may be required to be paid by Select. For a more detailed discussion of the circumstances under which a termination fee will be required to be paid, please see the section of this joint proxy statement/prospectus entitled “The Merger Agreement — Termination and Conditions of Closing” beginning on page [•].

Whom should I call with questions?

First Bancorp shareholders: If you have any questions concerning the merger or this joint proxy statement/prospectus, would like additional copies of this joint proxy statement/prospectus or need help voting your shares of First Bancorp common stock, please contact [•] at ([•])[•]-[•].

Select shareholders: If you have any questions concerning the merger or this joint proxy statement/prospectus, please contact Mark A. Jeffries, Executive Vice President and Chief Financial Officer of Select, at (910) 897-3603. If you would like additional copies of this joint proxy statement/prospectus or need help voting your shares of Select common stock, please contact Brenda B. Bonner, Vice President and Corporate Secretary of Select Bank, at (910) 897-3664.

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SUMMARY

This summary highlights selected information from this joint proxy statement/prospectus. It may not contain all of the information that is important to you. We urge you to read carefully the entire joint proxy statement/prospectus, including the annexes, and the other documents to which we refer in order to fully understand the merger. See “Where You Can Find More Information” beginning on page [•]. Each item in this summary refers to the page of this joint proxy statement/prospectus on which that subject is discussed in more detail.

In the Merger, Select Common Shareholders will be Entitled to Receive Shares of First Bancorp Common Stock (page [•])

First Bancorp and Select are proposing a strategic merger. If the merger is completed, Select common shareholders will be entitled to receive 0.408 shares of First Bancorp common stock for each share of Select common stock they hold immediately prior to the merger. First Bancorp will not issue any fractional shares of First Bancorp common stock in the merger. Select shareholders who would otherwise be entitled to a fraction of a share of First Bancorp common stock upon the completion of the merger will instead be entitled to receive an amount in cash, rounded to the nearest whole cent, determined by multiplying the fraction of a share (rounded to the nearest thousandth when expressed as a decimal form) of First Bancorp common stock to which the holder would otherwise be entitled by $44.12.

First Bancorp common stock is listed on the NASDAQ GSM under the symbol “FBNC” and Select common stock is listed on the NASDAQ GM under the symbol “SLCT.” The following table shows the closing sale prices of First Bancorp common stock and Select common stock as reported on the NASDAQ GSM and the NASDAQ GM, respectively, on June 1, 2021, the last full trading day before the public announcement of the merger agreement, and on [•] the last practicable trading day before the printing of this joint proxy statement/prospectus. This table also shows the implied value of the merger consideration payable for each share of Select common stock, which was calculated by multiplying the closing price of First Bancorp common stock on those dates by the exchange ratio of 0.408.

	First Bancorp Common Stock			Select Common Stock			Implied Value of One Share of Select Common Stock
June 1, 2021		$	45.41		$	14.32		$	18.53
[•]		$	[•]		$	[•]		$	[•]

The merger agreement governs the merger. The merger agreement is included in this joint proxy statement/prospectus as Annex A. All descriptions in this summary and elsewhere in this joint proxy statement/prospectus of the terms and conditions of the merger are qualified by reference to the merger agreement. Please read the merger agreement carefully for a more complete understanding of the merger.

The First Bancorp Board Unanimously Recommends that First Bancorp Shareholders Vote “FOR” the First Bancorp Merger Proposal and the Other Proposal Presented at the First Bancorp Special Meeting (page [•])

The First Bancorp board has determined that the merger, the merger agreement and the transactions contemplated by the merger agreement, including the First Bancorp share issuance, are advisable and in the best interests of First Bancorp and its shareholders and has unanimously approved the merger agreement. The First Bancorp board unanimously recommends that First Bancorp shareholders vote “FOR” the First Bancorp merger proposal and “FOR” the other proposal presented at the First Bancorp special meeting. For the factors considered by the First Bancorp board in reaching its decision to approve the merger agreement, see the section of this joint proxy statement/prospectus entitled “The Merger — First Bancorp’s Reasons for the Merger; Recommendation of the First Bancorp Board” beginning on page [•].

The Select Board Unanimously Recommends that Select Shareholders Vote “FOR” the Select Merger Proposal and the Other Proposals Presented at the Select Special Meeting (page [•])

The Select board has determined that the merger, the merger agreement and the transactions contemplated by the merger agreement are advisable and in the best interests of Select and its shareholders

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and has unanimously approved the merger agreement. The Select board unanimously recommends that Select shareholders vote “FOR” the Select merger proposal and “FOR” the other proposals presented at the Select special meeting. For the factors considered by the Select board in reaching its decision to approve the merger agreement, see the section of this joint proxy statement/prospectus entitled “The Merger — Select’s Reasons for the Merger; Recommendation of the Select Board” beginning on page [•].

Support Agreements

As of the Select record date, directors and executive officers of Select and their affiliates beneficially owned and were entitled to vote approximately [•] shares of Select common stock, representing approximately [•] % of the shares of Select common stock outstanding on that date. All of the directors and executive officers of Select have agreed to vote their shares in favor of the merger agreement and not sell or otherwise dispose their shares, except with the prior approval of First Bancorp; provided that such support agreements terminate at the effective time of the merger, in the event that the merger agreement is terminated in accordance with its terms or in the event the Select board withdraws its recommendation in favor of the merger or approves or recommends an acquisition proposal from another party. For more information regarding the support agreements, see the section of this joint proxy statement/prospectus entitled “The Merger Agreement — Support Agreements” beginning on page [•].

Opinion of Select’s Financial Advisor (page [•] and Annex B)

At a meeting of the Select board held on May 28, 2021, representatives of Raymond James & Associates, Inc. (which we refer to as “Raymond James”) rendered Raymond James’s opinion, as of such date, that, based upon and subject to the qualifications, assumptions and other matters set forth in its written opinion, the right to receive 0.408 of a share of First Bancorp common stock (which we refer to as the “merger consideration”) for each share of Select common stock in the merger pursuant to the merger agreement was fair, from a financial point of view, to the holders of Select common stock (other than extinguished shares). The full text of the written opinion of Raymond James, dated May 28, 2021, which sets forth, among other things, the various qualifications, assumptions and limitations on the scope of the review undertaken, is attached as Annex B to this joint proxy statement/prospectus. Raymond James provided its opinion for the information and assistance of the Select board (solely in its capacity as such) in connection with, and for purposes of, its consideration of the merger and its opinion only addresses whether the merger consideration to be received by the holders of the Select common stock (other than extinguished shares) in the merger pursuant to the merger agreement was fair, from a financial point of view, to such holders. The opinion of Raymond James did not address any other term or aspect of the merger agreement or the merger contemplated thereby. The Raymond James opinion does not constitute a recommendation to the Select board or any holder of Select common stock as to how the board, such shareholder or any other person should vote or otherwise act with respect to the merger or any other matter. For a further discussion of Raymond James’s opinion, see the section of this joint proxy statement/prospectus entitled “The Merger — Opinion of Select’s Financial Advisor” beginning on page [•].

Opinion of First Bancorp’s Financial Advisor (page [•] and Annex C)

In connection with the merger, First Bancorp’s financial advisor, Keefe, Bruyette & Woods, Inc. (which we refer to as “KBW”) delivered a written opinion, dated June 1, 2021, to the First Bancorp board as to the fairness, from a financial point of view and as of the date of the opinion, to First Bancorp of the exchange ratio in the merger. The full text of KBW’s opinion, which describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW in preparing the opinion, is attached as Annex C to this joint proxy statement/prospectus. The opinion was for the information of, and was directed to, the First Bancorp board (in its capacity as such) in connection with its consideration of the financial terms of the merger. The opinion did not address the underlying business decision of First Bancorp to engage in the merger or enter into the merger agreement or constitute a recommendation to the First Bancorp board in connection with the merger, and it does not constitute a recommendation to any holder of First Bancorp common stock or any shareholder of any other entity as to how to vote in connection with the First Bancorp share issuance, the merger or any other matter. For a further discussion of KBW’s opinion, see the section of this joint proxy statement/prospectus entitled “The Merger — Opinion of First Bancorp’s Financial Advisor” beginning on page [•].

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What Holders of Select Stock Options will be Entitled to Receive (page [•])

At the effective time, any unvested options to purchase shares of Select common stock will accelerate under applicable change in control provisions in the Select Option Plans and each outstanding and unexercised stock option will be cancelled in exchange for the right to receive a single lump sum cash payment equal to the product obtained by multiplying (i) the number of shares of Select common stock subject to such option, by (ii) $18.00 less the exercise price per share of such option, less any applicable withholding taxes.

How the Select TRUPS will be Treated (page [•])

In 2004, Select issued $12.4 million in subordinated debentures in connection with the issuance of trust preferred securities by its trust subsidiary, New Century Statutory Trust I (which we refer to as the “Select TRUPS”). Immediately prior to and contingent upon the occurrence of the closing, First Bancorp will assume the Select TRUPS, in each case, in accordance with the terms, documents and agreements related thereto.

First Bancorp Will Hold the First Bancorp Special Meeting on [•] (page [•])

The First Bancorp special meeting will be held on [•], at [•] local time, at [•]. At the First Bancorp special meeting, First Bancorp shareholders will be asked to approve the First Bancorp merger proposal and approve the First Bancorp adjournment proposal.

Only holders of record of First Bancorp common stock at the close of business on [•], the First Bancorp record date, will be entitled to vote at the First Bancorp special meeting. Each share of First Bancorp common stock is entitled to one vote on each proposal to be considered at the First Bancorp special meeting. As of the First Bancorp record date, there were [•] shares of First Bancorp common stock entitled to vote at the First Bancorp special meeting.

As of the First Bancorp record date, the directors and executive officers of First Bancorp and their affiliates beneficially owned and were entitled to vote approximately [•] shares of First Bancorp common stock representing approximately [•]% of the shares of First Bancorp common stock outstanding on that date.

To approve the First Bancorp merger proposal, at least a majority of the outstanding shares of First Bancorp common stock must be voted in favor of such proposal. If you mark “ABSTAIN” on your proxy, fail to submit a proxy or vote in person at the First Bancorp special meeting, or fail to instruct your bank or broker how to vote with respect to the First Bancorp merger proposal, it will have the same effect as a vote “AGAINST” the proposal.

The First Bancorp adjournment proposal will be approved if a majority of the votes cast by the holders of First Bancorp’s common stock at the First Bancorp special meeting are voted in favor of such proposal. If you mark “ABSTAIN” on your proxy, fail to submit a proxy or vote in person at the First Bancorp special meeting or fail to instruct your bank or broker how to vote with respect to the First Bancorp adjournment proposal, it will have no effect on the proposal.

Select Will Hold the Select Special Meeting on [•] (page [•])

The Select special meeting will be held on [•], at [•] local time, at [•]. At the Select special meeting, Select shareholders will be asked to approve the Select merger proposal, approve the Select merger-related compensation proposal and approve the Select adjournment proposal.

Only holders of record of Select common stock at the close of business on [•], the Select record date, will be entitled to vote at the Select special meeting. Each share of Select common stock is entitled to one vote on each proposal to be considered at the Select special meeting. As of the Select record date, there were [•] shares of Select common stock entitled to vote at the Select special meeting.

As of the Select record date, the directors and executive officers of Select and their affiliates beneficially owned and were entitled to vote approximately [•] shares of Select common stock representing approximately [•]% of the shares of Select common stock outstanding on that date.

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Each of the directors and executive officers of Select has entered into separate support agreements with First Bancorp, solely in his or her capacity as a Select shareholder, pursuant to which they have agreed to vote in favor the Select merger proposal and against alternative transactions.

To approve the Select merger proposal, at least a majority of the outstanding shares of Select common stock must be voted in favor of such proposal. If you mark “ABSTAIN” on your proxy, fail to submit a proxy or vote in person at the Select special meeting, or fail to instruct your bank or broker how to vote with respect to the Select merger proposal, it will have the same effect as a vote “AGAINST” the proposal.

The Select merger-related compensation proposal and the Select adjournment proposal will each be approved if the votes cast at the special meeting, in person or by proxy, in favor of such proposal exceed the votes cast against the proposal. If you mark “ABSTAIN” on your proxy, fail to submit a proxy or vote in person at the Select special meeting or fail to instruct your bank or broker how to vote with respect to either such proposal, it will have no effect on the Select merger-related compensation proposal or the Select adjournment proposal.

U.S. Federal Income Tax Consequences of the Merger (page [•])

Select’s Officers and Directors Have Financial Interests in the Merger that Differ from Your Interests (page [•])

Select’s shareholders should be aware that Select’s directors and executive officers have interests in the merger and have arrangements that are different from, or in addition to, those of Select shareholders generally. The Select board was aware of these interests and considered these interests, among other matters, when making its decision to approve the merger agreement, and in recommending that Select shareholders vote in favor of approving the Select merger proposal.

The material interests considered by the Select board were as follows:

•

The terms of the stock option awards held by Select directors and executive officers provide for accelerated vesting of the awards following a change in control, such as the merger.

•

All stock option awards held by Select directors and executive officers, whether vested or unvested, that are outstanding and unexercised as of immediately prior to the effective time of the merger will be cancelled in exchange for the right to receive a single lump sum cash payment equal to the product obtained by multiplying (i) the number of shares of Select common stock subject to such option, by (ii) $18.00 less the exercise price per share of such option, less any applicable withholding taxes.

•

Select previously entered into employment agreements with its named executive officers, which entitle each of them to certain payments and benefits upon a qualifying termination in connection with a change in control, such as the merger.

•

Select Bank previously entered into Supplemental Executive Retirement Plan (“SERP”) agreements with William L. Hedgepeth II, President and Chief Executive Officer of Select and Select Bank, and Lynn H. Johnson, Executive Vice President and Chief Operating Officer of Select and Select Bank.

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Pursuant to such agreements, the executives will become 100% vested upon a change in control, such as the merger, and benefit payments will be made thereunder in connection with the merger.

•

In connection with the execution of the merger agreement, First Bancorp and First Bank entered into an employment agreement and a consulting agreement with each of Mr. Hedgepeth and Ms. Johnson, which entitle them to receive salaries and other benefits during the term of their respective employment agreements and consulting fees during the term of their respective consulting agreements.

•

Current Select directors, [•] and [•], will join the boards of First Bancorp and First Bank upon completion of the merger. Members of the First Bancorp board are expected to receive compensation consistent with the compensation paid to current non-employee directors of First Bancorp, as described in the definitive proxy statement for First Bancorp’s 2021 annual meeting of shareholders, which was filed with the SEC on March 23, 2021, and is incorporated by reference into this joint proxy statement/prospectus. For 2021, such compensation included an annual cash retainer fee of $32,000 and a grant of shares of First Bancorp common stock with a value of approximately $32,000.

Subject to the assumptions and limitations discussed in this section and in this joint proxy statement/prospectus under the section “The Merger — Merger-Related Compensation for Select’s Named Executive Officers,” and assuming the effective time of the merger occurs on November 30, 2021, the aggregate value of the benefits and amounts that would be received by Select’s named executive officers as a consequence of the merger is approximately $5.6 million. Of this amount, each of Select’s executive officers would be entitled to receive the following approximate amounts, which amounts include cash payments expected to be received by such officers upon the cancellation of stock options held by such officers: William L. Hedgepeth II — $2,233,747; Lynn H. Johnson — $1,085,294; Mark A. Jeffries — $742,807; W. Keith Betts — $743,048; and D. Richard Tobin, Jr. — $781,903. For a more complete description of these interests, see the section of this joint proxy statement/prospectus entitled “The Merger — Interests of Select’s Directors and Executive Officers in the Merger” beginning on page [•].

Neither First Bancorp Shareholders nor Select Shareholders Are Expected To Be Entitled To Assert Dissenters’ Rights (page [•])

Under the North Carolina Business Corporation Act (which we refer to as the “NCBCA”), which is the law under which each of First Bancorp and Select is incorporated, neither the First Bancorp shareholders nor the Select shareholders will be entitled to any appraisal rights or dissenters’ rights in connection with the merger. For more information, see the section of this joint proxy statement/prospectus entitled “The Merger — Dissenters’ Rights in the Merger” beginning on page [•].

Conditions that Must Be Satisfied or Waived for the Merger To Occur (page [•])

Currently, Select and First Bancorp expect to complete the merger [•]. As more fully described in this joint proxy statement/prospectus and in the merger agreement, the completion of the merger depends on a number of conditions being satisfied or, where legally permissible, waived. These conditions include (i) approval of the merger agreement by Select’s shareholders and First Bancorp’s shareholders, (ii) authorization for listing on the NASDAQ GSM of the shares of First Bancorp common stock to be issued in the merger, (iii) the receipt of required regulatory approvals, including the approval of the Board of Governors of the Federal Reserve System (which we refer to as the “Federal Reserve Board”) and the Office of the Commissioner of Banks of the State of North Carolina (which we refer to as the “NC Commissioner”), (iv) effectiveness of the registration statement of which this joint proxy statement/prospectus is a part, (v) the absence of any order, injunction or other legal restraint preventing the completion of the merger or making the completion of the merger illegal, (vi) subject to the materiality standards provided in the merger agreement, the accuracy of the representations and warranties of First Bancorp and Select in the merger agreement, (vii) performance in all material respects by each of First Bancorp and Select of its obligations under the merger agreement and (viii) receipt by each of First Bancorp and Select of an opinion from First Bancorp’s legal counsel or tax accounting firm as to certain tax matters.

Neither Select nor First Bancorp can be certain when, or if, the conditions to the merger will be satisfied or waived, or that the merger will be completed.

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Termination of the Merger Agreement (page [•])

The merger agreement can be terminated at any time prior to completion of the merger in the following circumstances:

•

by mutual written agreement of First Bancorp and Select;

•

by either party, in the event of a breach by the other party of any representation or warranty contained in the merger agreement which breach cannot be or has not been cured within 30 days after the giving of written notice of the breach and which breach is reasonably likely, in the opinion of the non-breaching party, to permit such party to refuse to consummate the transactions contemplated by the merger agreement due to the breaching party’s representations and warranties being inaccurate as of the effective date or due to the breaching party’s failure to perform or comply in all material respects with all agreements and covenants required by the merger agreement; provided, that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained in the merger agreement;

•

by either party, if any required regulatory approval has been denied by final, non-appealable action of such authority, any law or order permanently restraining, enjoining or otherwise prohibiting the consummation of the merger shall have become final and non-appealable or the approval of either the Select shareholders or the First Bancorp shareholders of the merger agreement is not obtained at the special meeting of Select shareholders or the special meeting of the First Bancorp shareholders, as applicable;

•

by either party, if the merger has not occurred on or before March 31, 2022; provided, that the failure to consummate the merger is not caused by a breach of the merger agreement by the terminating party;

•

by First Bancorp, if: (A) the Select board fails to recommend to Select’s shareholders that they approve the merger agreement; (B) the Select board has approved, recommended, or proposed publicly to approve or recommend, an acquisition proposal by an entity other than First Bancorp; (C) the Select board fails to reaffirm its recommendation that Select’s shareholders approve the merger agreement following receipt of an acquisition proposal by an entity other than First Bancorp and within ten business days of First Bancorp’s request that it reaffirm such recommendation; or (D) Select fails to comply in all material respects with its non-solicitation and shareholder meeting obligations under the merger agreement; provided, that First Bancorp is not then in material breach of any representation, warranty, covenant or other agreement contained in the merger agreement; or

•

by Select, prior to approval of the merger agreement by Select’s shareholders, in order to accept an acquisition proposal from a third party involving the acquisition of a majority of the outstanding equity interests in, or all or substantially all of the assets and liabilities of Select with respect to which the Select board has determined in good faith that such proposal, if accepted, is reasonably likely to be consummated on a timely basis, and that such proposal is more favorable to Select’s shareholders than the merger with First Bancorp; provided Select has complied in all material respects with its non-solicitation and shareholder meeting obligations under the merger agreement.

Termination Fee (page [•])

If the merger agreement is terminated under certain circumstances, including circumstances involving alternative acquisition proposals with respect to Select, or changes in the recommendation of the Select board, Select may be required to pay to First Bancorp a termination fee equal to $11.5 million (which we refer to as the “termination fee”). The termination fee could discourage other companies from seeking to acquire or merge with Select.

Regulatory Approvals Required for the Merger (page [•])

Subject to the terms of the merger agreement, Select and First Bancorp have agreed to cooperate with each other and use their commercially reasonable efforts to promptly obtain all regulatory approvals necessary or advisable to complete the transactions contemplated by the merger agreement. These approvals include approvals from, among others, the Federal Reserve Board and the NC Commissioner.

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Although neither Select nor First Bancorp knows of any reason why they cannot obtain these regulatory approvals in a timely manner, Select and First Bancorp cannot be certain when or if they will be obtained.

The Rights of Select Shareholders Will Change as a Result of the Merger (page [•])

The rights of Select shareholders will change as a result of the merger due to differences in First Bancorp’s and Select’s governing documents. The rights of Select shareholders are governed by Select’s articles of incorporation and bylaws. Upon the completion of the merger, Select shareholders will become shareholders of First Bancorp, as the surviving entity in the merger, and the rights of Select shareholders will therefore be governed by First Bancorp’s articles of incorporation and bylaws.

See “Comparison of Shareholders’ Rights” for a description of the material differences in shareholders’ rights under each of the First Bancorp and Select governing documents.

Information About the Companies (page [•])

First Bancorp

First Bancorp is the fifth largest bank holding company headquartered in North Carolina. At March 31, 2021, First Bancorp had total consolidated assets of approximately $7.7 billion, total loans of approximately $4.6 billion, total deposits of approximately $6.7 billion, and shareholders’ equity of approximate $0.9 billion. First Bancorp’s principal activity is the ownership and operation of First Bank, a state-chartered bank with its main office in Southern Pines, North Carolina.

First Bank was organized in 1934 and began banking operations in 1935 as the Bank of Montgomery, named for the county in which it operated. Until 2013, First Bank’s main office was in Troy, North Carolina, located in the center of Montgomery County. In September 2013, First Bancorp and First Bank moved their main offices approximately 45 miles to Southern Pines, North Carolina, in Moore County. First Bank conducts business from 102 branches covering a geographical area from Florence, South Carolina to the south, to Wilmington, North Carolina to the east, to Kill Devil Hills, North Carolina to the northeast, to Mayodan, North Carolina to the north, and to Asheville, North Carolina to the west. Of the bank’s 102 branches, 96 branches are in North Carolina and six branches are in South Carolina. Ranked by assets, First Bank was the fifth largest bank headquartered in North Carolina as of March 31, 2021 and one of two banks with total assets between $4 billion and $45 billion.

First Bank has two wholly owned operating subsidiaries, SBA Complete, Inc. (“SBA Complete”) and Magnolia Financial, Inc. (“Magnolia Financial”). SBA Complete specializes in providing consulting services for financial institutions across the country related to Small Business Administration (“SBA”) loan origination and servicing. Magnolia Financial is a business financing company that offers accounts receivable financing and factoring, inventory financing, and purchase order financing throughout the southeastern United States.

First Bancorp’s common stock trades on the NASDAQ GSM under the ticker symbol “FBNC”.

First Bancorp and First Bank’s principal executive offices are located at 300 SW Broad Street, Southern Pines, North Carolina, 28387, and their telephone number is (910) 246-2500. First Bank’s website is located at www.localfirstbank.com. Information on First Bank’s website is not incorporated into this document by reference and is not a part hereof.

Additional information about First Bancorp and its subsidiaries is included in documents incorporated by reference in this joint proxy statement/prospectus. See the sections of this joint proxy statement/prospectus entitled “Information About First Bancorp” beginning on page [•] and “Where You Can Find More Information” beginning on page [•].

Select

Select is the ninth largest bank holding company headquartered in North Carolina. At March 31, 2021, Select had total consolidated assets of approximately $1.8 billion, total loans of approximately $1.3 billion, total deposits of approximately $1.6 billion, and shareholders’ equity of approximate $212 million.

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Select’s principal activity is the ownership and operation of Select Bank, a state-chartered bank with its main office in Dunn, North Carolina.

Select Bank was organized in 2000 and began banking operations in 2000 as New Century Bank. Select Bank conducts business from 22 banking locations in North Carolina, South Carolina and Virginia. Ranked by assets, Select Bank was the ninth largest bank headquartered in North Carolina as of March 31, 2021.

Select’s common stock trades on the NASDAQ GM under the ticker symbol “SLCT”.

Select and Select Bank’s principal executive offices are located at 700 West Cumberland Street, Dunn, North Carolina 28334, and their telephone number is (910) 892-7080. Select Bank’s website is located at www.selectbank.com. Information on Select Bank’s website is not incorporated into this document by reference and is not a part hereof.

Additional information about Select and its subsidiaries is included in documents incorporated by reference in this joint proxy statement/prospectus. See the sections of this joint proxy statement/prospectus entitled “Information About Select” beginning on page [•] and “Where You Can Find More Information” beginning on page [•].

Risk Factors (page [•])

You should consider all the information contained in or incorporated by reference into this joint proxy statement/prospectus in deciding how to vote for the proposals presented in this joint proxy statement/prospectus. In particular, you should consider the factors described under “Risk Factors” beginning on page [•].

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SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF FIRST BANCORP

The following table presents selected consolidated historical financial data of First Bancorp. The selected consolidated historical financial data at December 31, 2020 and 2019, and for the years ended December 31, 2020, 2019 and 2018, have been derived from First Bancorp’s audited consolidated financial statements and accompanying notes contained in First Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2020, which is incorporated into this joint proxy statement/prospectus by reference. The selected consolidated historical financial data at December 31, 2018, 2017 and 2016 and for the years ended December 31, 2017 and 2016, have been derived from First Bancorp’s audited consolidated financial statements and accompanying notes for such years, which are not incorporated into this joint proxy statement/prospectus by reference. The selected consolidated historical financial data at March 31, 2021 and for the three months ended March 31, 2021 and 2020 has been derived from First Bancorp’s unaudited interim consolidated financial statements and accompanying notes contained in its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, which is incorporated into this joint proxy statement/prospectus by reference.

You should read the following selected consolidated historical financial data of First Bancorp in conjunction with other information contained in this joint proxy statement/prospectus, including the consolidated financial statements and accompanying notes contained in First Bancorp’s most recent Annual Report on Form 10-K and in any of First Bancorp’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that were filed with the SEC after such Annual Report on Form 10-K. First Bancorp’s historical results for any prior period are not necessarily indicative of results to be expected in any future period. The selected consolidated historical financial data in the table below does not include, on any basis, the results or financial condition of Select for any period or as of any date. For more information, see the section entitled “Where You Can Find More Information.”

	At and for the Three Months Ended March 31,						At and for the Years Ended December 31,
	2021			2020			2020			2019			2018			2017			2016
	(in thousands, except per share data)
STATEMENTS OF INCOME
Interest income		$	58,009		$	62,033		$	237,684		$	250,107		$	231,207		$	177,382		$	130,987
Interest expense			2,771			7,274			19,562			33,903			23,777			12,671			7,607
Net interest income			55,238			54,759			218,122			216,204			207,430			164,711			123,380
Provision (reversal) for loan losses			—			5,590			35,039			2,263			(3,589)			723			(23)
Net interest income after provision for loan losses			55,238			49,169			183,083			213,941			211,019			163,988			123,403
Noninterest income			20,669			13,705			81,346			59,529			58,942			49,232			26,176
Noninterest expense			40,065			40,076			161,298			157,194			156,483			145,481			107,446
Net income before income taxes			35,842			22,798			103,131			116,276			113,478			67,739			42,133
Income tax expense (benefit)			7,648			4,618			21,654			24,230			24,189			21,767			14,624
Net income			28,194			18,180			81,477			92,046			89,289			45,972			27,509
Preferred stock dividends and discount accretion			—			—			—			—			—			—			175
Net income available to common shareholders		$	28,194		$	18,180		$	81,477		$	92,046		$	89,289		$	45,972		$	27,334
COMMON AND PER SHARE DATA
Net income per common share:
Basic		$	0.99		$	0.62		$	2.81		$	3.10		$	3.02		$	1.82		$	1.37
Diluted			0.99			0.62			2.81			3.10			3.01			1.82			1.33
Cash dividends declared per common share			0.20			0.18			0.72			0.54			0.40			0.32			0.32
Book value – common			30.78			29.69			31.26			28.80			25.71			23.38			17.66
Outstanding common shares			28,489,474			29,040,827			28,579,335			29,601,264			29,724,874			29,639,374			20,844,505
Weighted average basic common shares			28,357,809			29,230,788			28,839,866			29,547,851			29,566,259			25,210,606			19,964,727
Weighted average diluted common shares			28,537,853			29,399,114			28,981,567			29,720,499			29,707,431			25,291,382			20,732,917
Dividend payout ratio – basic			20.20%			29.03%			25.62%			17.42%			13.25%			17.58%			23.36%

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	At and for the Three Months Ended March 31,						At and for the Years Ended December 31,
	2021			2020			2020			2019			2018			2017			2016
	(in thousands, except per share data)
PERIOD-END BALANCES
Total assets		$	7,736,394		$	6,376,058		$	7,289,751		$	6,143,639		$	5,864,116		$	5,547,037		$	3,614,862
Investment securities – carrying value			2,020,540			867,773			1,620,683			889,877			602,588			461,773			329,042
Total loans			4,624,054			4,552,708			4,731,315			4,453,466			4,249,064			4,042,369			2,710,712
Deposits			6,733,487			5,044,988			6,273,596			4,931,355			4,659,339			4,406,955			2,947,353
Borrowings			61,342			402,185			61,829			300,671			406,609			407,543			271,394
Shareholders’ equity			876,853			862,198			893,421			852,401			764,230			692,979			368,101
AVERAGE BALANCES
Total assets		$	7,477,826		$	6,183,098		$	6,765,998		$	6,027,047		$	5,693,760		$	4,590,786		$	3,422,267
Interest-earning assets			6,898,406			5,595,937			6,160,100			5,448,400			5,112,436			4,101,949			3,108,918
Investment securities – carrying value			1,720,030			856,247			1,002,008			751,635			470,301			358,957			348,069
Total loans			4,684,143			4,512,893			4,702,743			4,346,331			4,161,838			3,420,939			2,603,327
Deposits			6,474,115			4,950,199			5,644,290			4,824,216			4,516,811			3,696,730			2,827,513
Borrowings			61,405			316,136			186,445			332,648			406,864			325,874			209,659
Shareholders’ equity			885,190			858,592			874,532			812,823			727,920			533,205			360,715
SELECT PERFORMANCE RATIOS
Return on average assets			1.53%			1.18%			1.20%			1.53%			1.57%			1.00%			0.80%
Return on average common equity			12.92%			8.52%			9.32%			11.32%			12.27%			8.62%			7.73%
Net interest margin – tax-equivalent			3.27%			3.96%			3.56%			4.00%			4.09%			4.08%			4.03%
CAPITAL RATIOS
Shareholders’ equity as a percentage of assets			11.33%			13.52%			12.26%			13.87%			13.03%			12.49%			10.18%
Common equity Tier 1 to Tier 1 risk weighted assets			13.16%			12.86%			13.19%			13.28%			12.28%			10.72%			10.92%
Tier 1 risk-based capital			14.24%			13.98%			14.28%			14.41%			13.48%			11.94%			12.49%
Total risk-based capital			15.49%			14.51%			15.37%			14.89%			13.97%			12.50%			13.36%
Tier 1 leverage			9.60%			11.05%			9.88%			11.19%			10.47%			9.58%			10.17%
ASSET QUALITY INFORMATION
Nonperforming assets		$	49,978		$	38,300		$	46,997		$	37,792		$	43,433		$	53,373		$	59,138
Nonperforming assets to total assets			0.65%			0.60%			0.64%			0.62%			0.74%			0.96%			1.64%
Net loan charge-offs to average total loans			0.10%			0.22%			0.09%			0.04%			-0.03%			0.04%			0.14%
Allowance for loan losses to total loans			1.42%			0.54%			1.11%			0.48%			0.50%			0.58%			0.88%
OTHER DATA
Number of full-service branches			101			101			101			101			101			104			88
Number of full-time equivalent employees			1,088			1,098			1,095			1,088			1,076			1,140			834

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SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF SELECT

The following table presents selected consolidated historical financial data of Select. The selected consolidated historical financial data at December 31, 2020 and 2019, and for the years ended December 31, 2020, 2019 and 2018, have been derived from Select’s audited consolidated financial statements and accompanying notes contained in Select’s Annual Report on Form 10-K for the year ended December 31, 2020, which is incorporated into this joint proxy statement/prospectus by reference. The selected consolidated historical financial data at December 31, 2018, 2017 and 2016 and for the years ended December 31, 2017 and 2016, have been derived from Select’s audited consolidated financial statements and accompanying notes for such years, which are not incorporated into this joint proxy statement/prospectus by reference. The selected consolidated historical financial data at March 31, 2021 and for the three months ended March 31, 2021 and 2020 has been derived from Select’s unaudited interim consolidated financial statements and accompanying notes contained in its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, which is incorporated into this joint proxy statement/prospectus by reference.

You should read the following selected consolidated historical financial data of Select in conjunction with other information contained in this joint proxy statement/prospectus, including the consolidated financial statements and accompanying notes contained in Select’s most recent Annual Report on Form 10-K and in any of Select’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that were filed with the SEC after such Annual Report on Form 10-K. Select’s historical results for any prior period are not necessarily indicative of results to be expected in any future period. The selected consolidated historical financial data in the table below does not include, on any basis, the results or financial condition of First Bancorp for any period or as of any date. For more information, see the section entitled “Where You Can Find More Information.”

	At and for the Three Months Ended March 31,						At and for the Years Ended December 31,
	2021			2020			2020			2019			2018			2017			2016
	(in thousands, except per share data)
STATEMENTS OF INCOME
Interest income		$	17,980		$	14,178		$	63,208		$	58,446		$	56,835		$	39,617		$	34,709
Interest expense			2,049			2,718			10,759			11,556			9,450			5,106			3,733
Net interest income			15,931			11,460			52,449			46,890			47,385			34,511			30,976
Provision (reversal) for loan losses			(777)			2,273			6,244			438			(156)			1,367			1,516
Net interest income after provision for loan losses			16,708			9,187			46,205			46,452			47,541			33,144			29,460
Noninterest income			1,682			1,444			6,120			5,419			4,701			3,072			3,222
Noninterest expense			10,196			9,247			41,947			35,140			34,550			27,319			22,281
Net income before income taxes			8,194			1,384			10,378			16,731			17,692			8,897			10,401
Income tax expense (benefit)			1,854			280			2,215			3,696			3,910			5,712			3,647
Net income			6,340			1,104			8,163			13,035			13,782			3,185			6,754
Preferred stock dividends and discount accretion			—			—			—			—			—			—			4
Net income available to common shareholders		$	6,340		$	1,104		$	8,163		$	13,035		$	13,782		$	3,185		$	6,750
COMMON AND PER SHARE DATA
Net income per common share:
Basic		$	0.36		$	0.06		$	0.46		$	0.69		$	0.87		$	0.27		$	0.58
Diluted			0.36			0.06			0.45			0.68			0.87			0.27			0.58
Cash dividends declared per common share			—			—			—			—			—			—			—
Stated book value – common			12.33			11.75			12.30			11.61			10.85			9.72			8.95
Tangible book value – common		$	9.76		$	10.31		$	9.76		$	10.18		$	9.47		$	7.72		$	8.29
Outstanding common shares			17,227,104			18,055,692			17,507,103			18,330,058			19,311,505			14,009,137			11,645,413
Weighted average basic common shares			17,386,715			18,255,351			17,937,596			19,016,808			15,812,585			11,763,050			11,610,705
Weighted average diluted common shares			17,415,680			18,287,064			17,961,258			19,063,237			15,877,633			11,826,977			11,655,111
Dividend payout ratio – basic			0.00%			0.00%			0.00%			0.00%			0.00%			0.00%			0.00%

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	At and for the Three Months Ended March 31,						At and for the Years Ended December 31,
	2021			2020			2020			2019			2018			2017			2016
	(in thousands, except per share data)
PERIOD-END BALANCES
Total assets		$	1,832,329		$	1,263,494		$	1,730,045		$	1,275,076		$	1,258,525		$	1,194,135		$	846,640
Investment securities – carrying value			208,648			64,738			194,492			72,367			51,533			63,774			62,257
Total loans			1,342,316			1,039,514			1,304,384			1,029,975			986,040			982,626			677,195
Deposits			1,582,637			982,651			1,485,817			992,838			980,427			995,044			679,661
Borrowings			12,372			57,372			12,372			57,372			64,372			47,651			60,129
Shareholders’ equity			212,489			212,085			215,368			212,775			209,611			136,115			104,273
AVERAGE BALANCES
Total assets		$	1,761,938		$	1,255,943		$	1,561,865		$	1,268,728		$	1,228,576		$	898,943		$	829,315
Interest-earning assets			1,613,963			1,147,631			1,386,187			1,164,149			1,119,344			813,773			744,024
Investment securities – carrying value			201,077			68,174			86,961			76,875			57,505			59,082			72,244
Total loans			1,322,031			1,020,630			1,189,894			1,004,051			987,634			732,089			639,412
Deposits			1,516,612			972,162			1,278,068			981,132			989,838			746,418			665,764
Borrowings			12,372			57,372			56,036			60,799			70,750			49,891			57,348
Shareholders’ equity			216,007			214,502			214,360			214,324			161,953			108,709			102,110
SELECT PERFORMANCE RATIOS
Return on average assets			1.46%			0.35%			0.52%			1.03%			1.12%			0.35%			0.81%
Return on average common equity			11.90%			2.07%			3.81%			6.08%			8.51%			2.93%			6.61%
Net interest margin – tax-equivalent			4.02%			4.03%			3.79%			4.04%			4.19%			4.14%			4.06%
CAPITAL RATIOS
Shareholders’ equity as a percentage of assets			11.60%			16.79%			12.45%			16.69%			16.66%			11.40%			12.32%
Common equity Tier 1 to Tier 1 risk weighted assets			11.62%			16.18%			11.99%			16.46%			17.30%			9.94%			12.48%
Tier 1 risk-based capital			12.43%			17.23%			12.84%			17.52%			18.44%			11.04%			14.03%
Total risk-based capital			13.31%			18.16%			13.84%			18.26%			19.26%			11.86%			15.12%
Tier 1 leverage			10.74%			15.98%			10.41%			15.84%			15.65%			12.64%			12.99%
ASSET QUALITY INFORMATION
Nonperforming assets		$	10,280		$	16,557		$	16,468		$	15,681		$	12,723		$	8,236		$	10,029
Nonperforming assets to total assets			0.56%			1.31%			0.95%			1.23%			1.01%			0.69%			1.18%
Net loan charge-offs to average total loans			0.04%			0.00%			0.04%			0.07%			0.00%			0.13%			0.02%
Allowance for loan losses to total loans			0.98%			1.02%			1.08%			0.81%			0.88%			0.90%			1.24%
OTHER DATA
Number of full-service branches			22			19			22			17			18			18			13
Number of full-time equivalent employees			241			221			246			213			205			202			150

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SELECTED UNAUDITED PRO FORMA FINANCIAL DATA

The following table shows selected unaudited pro forma condensed combined financial information about the financial condition and results of operations of First Bancorp giving effect to the merger with Select. The selected unaudited pro forma condensed combined financial information assumes that the merger is accounted for under the acquisition method of accounting with First Bancorp treated as the acquirer. Under the acquisition method of accounting, the assets and liabilities of Select, as of the effective date of the merger, will be recorded by First Bancorp at their respective estimated fair values and the excess of the merger consideration over the fair value of First Bancorp’s net assets will be allocated to goodwill.

The table sets forth the information as if the merger had become effective on March 31, 2021, with respect to financial condition data, and on January 1, 2020, with respect to the results of operations data. The selected unaudited pro forma condensed combined financial data has been derived from and should be read in conjunction with the unaudited pro forma condensed combined financial information, including the notes thereto, which is included in this joint proxy statement/prospectus under “Unaudited Pro Forma Condensed Combined Financial Statements.”

The selected unaudited pro forma condensed combined financial information is presented for illustrative purposes only and does not necessarily indicate the financial results of the combined companies had the companies actually been combined at the beginning of the period presented. The selected unaudited pro forma condensed combined financial information also does not consider any potential impacts of current market conditions on revenues, potential revenue enhancements, anticipated cost savings and expense efficiencies, or asset dispositions, among other factors. Further, as explained in more detail in the notes accompanying the more detailed unaudited pro forma condensed combined financial information included under “Unaudited Pro Forma Condensed Combined Financial Information,” the pro forma allocation of purchase price reflected in the selected unaudited pro forma condensed combined financial information is subject to adjustment and may vary from the actual purchase price allocation that will be recorded at the time the merger is completed. Additionally, the adjustments made in the unaudited pro forma condensed financial information, which are described in those notes, are preliminary and may be revised.

(Dollars in thousands)	As of March 31, 2021
Pro Forma Condensed Consolidated Combined Balance Sheet Data
Investment securities		$	2,229,188
Loans, net of allowance for loan losses			5,869,940
Total assets			9,638,602
Deposits			8,316,124
Borrowings and debt			72,114
Shareholders’ equity			1,151,596

(Dollars in thousands)	Three months ended March 31, 2021			Year ended December 31, 2020
Pro Forma Condensed Consolidated Combined Income Statement Data
Net interest income		$	72,143		$	275,538
Provision (reversal) for credit losses			(777)			41,283
Noninterest income			22,351			87,466
Noninterest expense			50,457			204,130
Net income			35,133			92,784
Pro Forma Condensed Consolidated Combined Per Share Data
Net income per common share – basic		$	0.99		$	2.59
Net income per common share – diluted		$	0.99		$	2.58

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RISK FACTORS

In addition to general investment risks and the other information contained in or incorporated by reference into this joint proxy statement/prospectus, including the matters addressed under the section “Cautionary Statement Regarding Forward-Looking Statements” beginning on page [•] you should carefully consider the following risk factors in deciding how to vote for the proposals presented in this joint proxy statement/prospectus. You should also consider the other information in this joint proxy statement/prospectus and the other documents incorporated by reference into this joint proxy statement/prospectus. See the section of this joint proxy statement/prospectus entitled “Where You Can Find More Information” beginning on page [•].

Because the market price of First Bancorp common stock will fluctuate, Select shareholders cannot be certain of the market value of the merger consideration they will be entitled to receive.

If the merger is completed, each share of Select common stock, except for certain shares of Select common stock owned by Select or First Bancorp, will be converted into the right for each Select shareholder to receive a number of shares of First Bancorp common stock equal to the 0.408 exchange ratio multiplied by the number of such shares of Select common stock held by such Select shareholder immediately prior to the effective time and an amount of cash in lieu of any fraction of a share of First Bancorp common stock. The market value of the merger consideration will vary from the closing price of First Bancorp common stock on the date First Bancorp and Select announced the merger, on the date that this joint proxy statement/prospectus is mailed to Select shareholders, on the date of the Select special meeting and on the date the merger is completed and thereafter. Any change in the market price of First Bancorp common stock prior to the completion of the merger will affect the market value of the merger consideration that Select shareholders will be entitled to receive upon completion of the merger, and there will be no adjustment to the merger consideration for changes in the market price of either shares of First Bancorp common stock or shares of Select common stock. Stock price changes may result from a variety of factors that are beyond the control of First Bancorp and Select, including, but not limited to, general market and economic conditions, changes in our respective businesses, operations and prospects and regulatory considerations. Therefore, at the time of the Select special meeting you will not know the precise market value of the consideration you will be entitled to receive at the effective time. You should obtain current market quotations for shares of First Bancorp common stock and for shares of Select common stock.

The market price of First Bancorp common stock after the merger may be affected by factors different from those affecting the shares of Select or First Bancorp currently.

Upon completion of the merger, Select shareholders will become First Bancorp shareholders. First Bancorp’s business differs in important respects from that of Select, and, accordingly, the results of operations of the combined company and the market price of First Bancorp common stock after the completion of the merger may be affected by factors different from those currently affecting the independent results of operations of each of First Bancorp and Select. For a discussion of the businesses of First Bancorp and Select and of some important factors to consider in connection with those businesses, see the documents incorporated by reference in this joint proxy statement/prospectus and referred to under “Where You Can Find More Information.”

Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or that could have an adverse effect on the combined company following the merger.

Before the merger and the bank merger may be completed, First Bancorp and Select must obtain approvals from the Federal Reserve Board and the NC Commissioner. Other approvals, waivers or consents from regulators may also be required. In determining whether to grant these approvals the regulators consider a variety of factors, including the regulatory standing of each party and the factors described under the section of this joint proxy statement/prospectus entitled “The Merger — Regulatory Approvals Required for the Completion of the Merger” beginning on page [•]. An adverse development in either party’s regulatory standing or these factors could result in an inability to obtain approval or delay their receipt. These regulators may impose conditions on the completion of the merger or the bank merger or require changes to the terms of the merger or the bank merger. Such conditions or changes could have the effect of delaying or preventing completion of the merger or the bank merger or imposing additional costs on or

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limiting the revenues of the combined company following the merger and the bank merger, any of which might have an adverse effect on the combined company following the merger. For more information, see the section of this joint proxy statement/prospectus entitled “The Merger — Regulatory Approvals Required for the Merger” beginning on page [•].

Combining the two companies may be more difficult, costly or time consuming than expected and the anticipated benefits and cost savings of the merger may not be realized.

First Bancorp and Select have operated and, until the completion of the merger, will continue to operate, independently. The success of the merger, including anticipated benefits and cost savings, will depend, in part, on First Bancorp’s ability to successfully combine and integrate the businesses of First Bancorp and Select in a manner that permits growth opportunities and does not materially disrupt existing customer relationships nor result in decreased revenues due to loss of customers. It is possible that the integration process could result in the loss of key employees, the disruption of either company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the combined company’s ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits and cost savings of the merger. The loss of key employees could adversely affect First Bancorp’s ability to successfully conduct its business, which could have an adverse effect on First Bancorp’s financial results and the value of its common stock. If First Bancorp experiences difficulties with the integration process, the anticipated benefits of the merger may not be realized fully or at all, or may take longer to realize than expected. As with any merger of financial institutions, there also may be business disruptions that cause First Bancorp and/or Select to lose customers or cause customers to remove their accounts from First Bancorp and/or Select and move their business to competing financial institutions. Integration efforts between the two companies will also divert management attention and resources. These integration matters could have an adverse effect on each of Select and First Bancorp during this transition period and for an undetermined period after completion of the merger on the combined company. In addition, the actual cost savings of the merger could be less than anticipated.

The unaudited pro forma condensed combined financial statements included in this document are preliminary and the actual financial condition and results of operations after the merger may differ materially.

The unaudited pro forma condensed combined financial statements in this joint proxy statement/prospectus are presented for illustrative purposes only and are not necessarily indicative of what First Bancorp’s actual financial condition or results of operations would have been had the merger been completed on the dates indicated. The unaudited pro forma condensed combined financial statements reflect adjustments to illustrate the effect of the merger had it been completed on the dates indicated, which are based upon preliminary estimates, to record the Select identifiable assets acquired and liabilities assumed at fair value and the resulting goodwill recognized. The purchase price allocation for the merger reflected in this joint proxy statement/prospectus is preliminary, and final allocation of the purchase price will be based upon the actual purchase price and the fair value of the assets and liabilities of Select as of the date of the completion of the merger. Accordingly, the final acquisition accounting adjustments may differ materially from the transaction accounting adjustments reflected in this joint proxy statement/prospectus. For more information, see the section of this joint proxy statement/prospectus entitled “Unaudited Pro Forma Condensed Combined Financial Statements” beginning on page [•].

If the combined company’s total assets grow in excess of $10 billion it will be subject to additional regulations and oversight that could materially and adversely affect its revenues and expenses.

Assuming the merger occurred on March 31, 2021, the combined company’s total assets would have been approximately $9.6 billion. If the combined company’s total assets grow in excess of $10 billion, it will become subject to additional regulations and oversight that could materially and adversely affect its revenues and expenses. Such regulations and oversight include the following:

•

Oversight by the Consumer Financial Protection Bureau. The Consumer Financial Protection Bureau’s regulations and practices continue to evolve. As a result, there is uncertainty as to how the Consumer Financial Protection Bureau’s examination and regulatory authority might impact the business of the combined company.

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•

FDIC Deposit Assessment Scorecard. With respect to deposit-taking activities, First Bank would become subject to a deposit assessment based on a scorecard issued by the FDIC that considers, among other things, a bank’s “CAMELS” rating, results of asset-related stress testing and funding-related stress, as well as use of core deposits. Depending on the results of a bank’s performance under that scorecard, the total base assessment rate is between 2.5 to 45 basis points. Any increase in First Bank’s deposit insurance assessments may result in an increased expense related to its deposits as a funding source and materially and adversely affect the combined company’s results of operations.

•

Durbin Amendment. First Bank would no longer be exempt from the requirements of the Federal Reserve Board’s rules on interchange transaction fees for debit cards known as the Durbin Amendment. First Bank would be limited to receiving only a “reasonable” interchange transaction fee for any debit card transactions processed using debit cards issued by the bank to its customers. The Federal Reserve Board has determined that it is unreasonable for a bank with more than $10 billion in total assets to receive more than $0.21 plus five basis points of the transaction plus a $0.01 fraud adjustment for an interchange transaction fee for debit card transactions. Future limitations upon interchange fees that may be charged could materially and adversely affect the combined company’s results of operations.

•

Volcker Rule. First Bancorp would no longer be exempt from the requirements of Section 13 of the Bank Holding Company Act of 1956 (which we refer to as the “BHC Act”). Section 13 of the BHC Act, commonly known as the Volcker Rule, generally prohibits any banking entity from engaging in proprietary trading or from acquiring or retaining an ownership interest in, sponsoring, or having certain relationships with a hedge fund or private equity fund (covered fund), subject to certain exemptions, including an exemption for banking entities with less than $10 billion in assets. In the event that First Bancorp becomes subject to the Volcker Rule, it would be prohibited from engaging in these additional lines of business, which could materially and adversely affect the combined company’s results of operations.

In the event that the combined company becomes subject to these heightened regulatory requirements, it may need to hire and continue to hire additional compliance personnel, implement structural initiatives to address these requirements, design and implement additional internal controls, and incur other significant expenses, any of which could have a material adverse effect on the combined company’s business, financial condition or results of operations.

Select’s directors and executive officers have interests in the merger that may differ from the interests of Select’s shareholders.

The material interests considered by the Select board were as follows:

•

Outstanding and unexercised stock option awards held by directors and executive officers will be cancelled in exchange for the right to receive a lump sum cash payment.

•

Select Bank previously entered into SERP agreements with Mr. Hedgepeth and Ms. Johnson. Pursuant to the SERP agreements, the executives will become 100% vested upon a change in control, such as the merger, and benefit payments will be made thereunder in connection with the merger.

•

In connection with the execution of the merger agreement, First Bancorp and First Bank entered into an employment agreement and a consulting agreement with each of William L. Hedgepeth II, President and Chief Executive Officer of Select and Select Bank; and Lynn H. Johnson, Executive Vice President and Chief Operating Officer of Select and Select Bank, which entitle them to receive a

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salary and other benefits during the term of their respective employment agreements and consulting fees during the term of their respective consulting agreements.

•

Two current Select directors, [•] and [•], will join the boards of First Bancorp and First Bank upon completion of the merger. Members of the First Bancorp board are expected to receive compensation consistent with the compensation paid to current non-employee directors of First Bancorp, as described in the definitive proxy statement for First Bancorp’s 2021 annual meeting of shareholders, which was filed with the SEC on March 23, 2021, and is incorporated by reference into this joint proxy statement/prospectus. For 2021, such compensation included an annual cash retainer fee of $32,000 and a grant of shares of First Bancorp common stock with a value of approximately $32,000.

•

Select maintains a Directors’ Deferral Plan whereby individual directors may elect annually to defer receipt of all or a designated portion of their cash fees or stock awards. The Plan provides that 30 days following a change in control, such as the merger, participants are to be paid their respective benefits under the Plan according to their individual election forms.

For a more complete description of these interests, see the section of this joint proxy statement/prospectus entitled “The Merger — Interests of Select’s Directors and Executive Officers in the Merger” beginning on page [•].

Termination of the merger agreement could negatively impact Select or First Bancorp.

If the merger agreement is terminated, there may be various consequences. For example, Select’s or First Bancorp’s businesses may have been impacted adversely by the failure to pursue other beneficial opportunities due to the focus of management on the merger, without realizing any of the anticipated benefits of completing the merger. Additionally, if the merger agreement is terminated, the market price of Select’s or First Bancorp’s common stock could decline to the extent that the current market prices reflect a market assumption that the merger will be completed. If the merger agreement is terminated under certain circumstances, Select may be required to pay to First Bancorp a termination fee of $11.5 million.

Select and First Bancorp will be subject to business uncertainties and contractual restrictions while the merger is pending.

Uncertainty about the effect of the merger on employees and customers may have an adverse effect on Select or First Bancorp. These uncertainties may impair Select’s or First Bancorp’s ability to attract, retain and motivate key personnel until the merger is completed, and could cause customers and others that deal with Select or First Bancorp to seek to change existing business relationships with Select or First Bancorp. Retention of certain employees by Select or First Bancorp may be challenging while the merger is pending, as certain employees may experience uncertainty about their future roles with First Bancorp. If key employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with Select or First Bancorp, Select’s business or First Bancorp’s business could be harmed. In addition, subject to certain exceptions, Select has agreed to operate its business in the ordinary course prior to closing, and each of Select and First Bancorp has agreed to certain restrictive covenants. See the section of this joint proxy statement/prospectus entitled “The Merger Agreement — Conduct of Business of Select Pending Closing” beginning on page [•] for a description of the restrictive covenants applicable to Select and First Bancorp.

If the merger is not completed, First Bancorp and Select will have incurred substantial expenses without realizing the expected benefits of the merger.

Each of First Bancorp and Select has incurred and will incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the merger agreement, as well as the costs and expenses of filing, printing and mailing this joint proxy statement/prospectus and all filing and other fees paid to the SEC in connection with the merger. If the merger is not completed, First Bancorp and Select would have to recognize these expenses without realizing the expected benefits of the merger.

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The merger agreement limits Select’s ability to pursue acquisition proposals and requires Select to pay a termination fee of $11.5 million under limited circumstances, including circumstances relating to acquisition proposals for Select. Additionally, certain provisions of Select’s articles of incorporation and bylaws may deter potential acquirers.

The merger agreement prohibits Select from initiating, soliciting, knowingly encouraging or knowingly facilitating certain third-party acquisition proposals. See the section of this joint proxy statement/prospectus entitled “The Merger Agreement — Agreement Not to Solicit Other Offers” beginning on page [•]. In addition, unless the merger agreement has been terminated in accordance with its terms, Select has an unqualified obligation to submit the Select merger proposal to a vote by Select shareholders, even if Select receives a proposal that the Select board believes is superior to the merger. See the section of this joint proxy statement/prospectus entitled “The Merger Agreement — Shareholder Meetings and Recommendation of the Boards of Directors of Select and First Bancorp” beginning on page [•]. The merger agreement also provides that Select must pay a termination fee in the amount of $11.5 million in the event that the merger agreement is terminated under certain circumstances, including involving Select’s failure to abide by certain obligations not to solicit acquisition proposals. See the section of this joint proxy statement/prospectus entitled “The Merger Agreement — Termination Fee” beginning on page [•]. These provisions might discourage a potential competing acquirer that might have an interest in acquiring all or a significant part of Select from considering or proposing such an acquisition. Each director and executive officer of Select, solely in his or her capacity as a Select shareholder, has entered into separate support agreements and has agreed to vote his or her shares of Select common stock in favor of the merger agreement and certain related matters and against alternative transactions. The Select shareholders that are party to these support agreements beneficially own and are entitled to vote in the aggregate approximately [•]% of the outstanding shares of Select common stock as of the Select record date. See the section of this joint proxy statement/prospectus entitled “The Merger Agreement — Support Agreements” beginning on page [•]. Additionally, certain provisions of Select’s articles of incorporation or bylaws or of the NCBCA could make it more difficult for a third-party to acquire control of Select or may discourage a potential competing acquirer.

The shares of First Bancorp common stock to be received by Select shareholders as a result of the merger will have different rights from the shares of Select common stock.

Upon completion of the merger, Select shareholders will become First Bancorp shareholders and their rights as shareholders will be governed by the NCBCA and the First Bancorp articles of incorporation and bylaws. The rights associated with Select common stock are different from the rights associated with First Bancorp common stock. See the section of this joint proxy statement/prospectus entitled “Comparison of Shareholders’ Rights” beginning on page [•] for a discussion of the different rights associated with First Bancorp common stock.

Holders of Select and First Bancorp common stock will have a reduced ownership and voting interest after the merger and will exercise less influence over management.

Holders of Select and First Bancorp common stock currently have the right to vote in the election of the board of directors and on other matters affecting Select and First Bancorp, respectively. Upon the completion of the merger, each Select shareholder who receives shares of First Bancorp common stock will become a First Bancorp shareholder with a percentage ownership of First Bancorp that is smaller than the shareholder’s percentage ownership of Select. It is currently expected that the former Select shareholders as a group will receive shares in the merger constituting approximately [•]% of the outstanding shares of First Bancorp common stock immediately after the merger. As a result, current First Bancorp shareholders as a group will own approximately [•]% of the outstanding shares of First Bancorp common stock immediately after the merger. Because of this, Select shareholders may have less influence on the management and policies of First Bancorp than they now have on the management and policies of Select, and current First Bancorp shareholders may have less influence than they now have on the management and policies of First Bancorp. Effective as of the effective time, First Bancorp will increase the size of the First Bancorp board to 14 members and appoint two current members of the Select board, as designated by Select and approved by First Bancorp, to the boards of directors of First Bancorp and First Bank for the period until the next annual meeting of First Bancorp shareholders.

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Neither First Bancorp shareholders nor Select shareholders are expected to have dissenters’ or appraisal rights in the merger.

Dissenters’ rights are statutory rights that, if applicable under law, enable shareholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to shareholders in connection with the extraordinary transaction. Under the NCBCA, a shareholder may not dissent from a merger if, as of the record date fixed to determine the shareholders entitled to receive notice of the meeting of shareholders to vote upon the merger, the merging corporation’s shares are listed on a national securities exchange and, pursuant to the merger, they are exchanged for a combination of cash and/or shares that are also listed on a national securities exchange.

Because Select common stock is listed on the NASDAQ GM, a national securities exchange, and was so listed on the Select record date, and First Bancorp common stock is listed on the NASDAQ GSM, a national securities exchange, and was so listed on the Select record date, and because the merger otherwise satisfies the foregoing requirements of the NCBCA, Select shareholders will not be entitled to dissenters’ or appraisal rights in the merger with respect to their shares of Select common stock.

If the merger is completed, holders of First Bancorp common stock will not receive any consideration, and their shares of First Bancorp common stock will remain outstanding and will constitute shares of the combined company. Accordingly, First Bancorp shareholders will not be entitled to dissenters’ or appraisal rights in the merger with respect to their shares of First Bancorp common stock.

The merger may fail to qualify as a reorganization for federal income tax purposes, resulting in a Select shareholder’s recognition of taxable gain or loss in respect of all of his or her shares of Select common stock.

First Bancorp and Select intend for the merger to qualify as a reorganization within the meaning of Section 368(a) of the Code. We will not ask the Internal Revenue Service (which we refer to as the “IRS”) to provide a ruling on the matter. First Bancorp and Select will, as a condition to closing, obtain an opinion from First Bancorp’s legal counsel or tax accounting firm that the merger will constitute a reorganization for federal income tax purposes. However, this opinion will not bind the IRS or prevent the IRS from adopting a contrary position. If the merger fails to qualify as a reorganization, Select shareholders generally would recognize gain or loss on all shares of Select common stock surrendered in the merger. For each share, the gain or loss recognized would be an amount equal to the difference between the shareholder’s adjusted tax basis in that share and the amount of cash or the fair market value of the First Bancorp common stock received in exchange for that share upon completion of the merger.

There are certain risks relating to First Bancorp’s business.

You should read and consider risk factors specific to First Bancorp’s business that will also affect the combined company after the merger. These risks are described in the section entitled “Risk Factors” in First Bancorp’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and in other documents incorporated by reference into this document. See “Where You Can Find More Information” beginning on page [•] for the location of information incorporated by reference into this document.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained or incorporated by reference in this joint proxy statement/prospectus are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 giving First Bancorp’s and Select’s expectations or predictions of future financial or business performance or conditions. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “prospects” or “potential,” by future conditional verbs such as “will,” “would,” “should,” “could” or “may,” or by variations of such words or by similar expressions. Such forward-looking statements include, but are not limited to, statements about the benefits of the business combination transaction involving First Bancorp and Select, including future financial and operating results, expected cost savings, expected impact on future earnings, the combined company’s plans, objectives, expectations and intentions and other statements that are not historical facts. These forward-looking statements are subject to numerous assumptions, risks and uncertainties which change over time.

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In addition to factors previously disclosed in First Bancorp’s and Select’s reports filed with the SEC, the following factors, among others, could cause actual results to differ materially from forward-looking statements: ability to obtain regulatory approvals and meet other closing conditions to the merger, including approval by First Bancorp and Select shareholders, on the expected terms and schedule; delay in closing the merger; difficulties and delays in integrating the First Bancorp and Select businesses or fully realizing cost savings and other benefits; business disruption following the proposed transaction; changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer borrowing, repayment, investment and deposit practices; customer disintermediation; the introduction, withdrawal, success and timing of business initiatives; competitive conditions; the inability to realize cost savings or revenues or to implement integration plans and other consequences associated with mergers, acquisitions and divestitures; economic conditions; the reaction to the transaction of the companies’ customers, employees and counterparties; and the impact, extent and timing of technological changes, capital management activities, and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms.

Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.

For any forward-looking statements made in this joint proxy statement/prospectus or in any documents incorporated by reference into this joint proxy statement/prospectus, First Bancorp and Select claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on these statements, which speak only as of the date of this joint proxy statement/prospectus or the date of the applicable document incorporated by reference in this joint proxy statement/prospectus. First Bancorp and Select do not undertake to update forward-looking statements to reflect facts, circumstances, assumptions or events that occur after the date the forward- looking statements are made. All subsequent written and oral forward-looking statements concerning the merger or other matters addressed in this joint proxy statement/prospectus and attributable to First Bancorp, Select or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this joint proxy statement/prospectus.

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

The accompanying unaudited pro forma condensed combined financial statements present the pro forma consolidated financial position and results of operations of First Bancorp following the completion of the merger. The unaudited pro forma condensed combined financial statements are based upon the historical financial statements of First Bancorp and Select, as applicable, after giving effect to the merger and adjustments described in the following footnotes, and are intended to reflect the impact of the proposed merger on First Bancorp.

The accompanying unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and do not reflect the realization of potential cost savings, revenue synergies or any potential restructuring costs. Certain cost savings and revenue synergies may result from the merger. However, there can be no assurance that these cost savings or revenue synergies will be achieved. Cost savings, if achieved, could result from, among other things, the reduction of operating expenses, changes in corporate infrastructure and governance, the elimination of duplicative operating systems, and the combination of regulatory and financial reporting requirements under one state-chartered bank. The pro forma information is not necessarily indicative of what the financial position or results of operations actually would have been had the merger been completed at the dates indicated. In addition, the unaudited pro forma combined financial information does not purport to project the future financial position or operating results of the combined company after completion of the merger.

The unaudited pro forma condensed combined balance sheet relating to the merger reflect the merger as if it had been consummated on March 31, 2021 and includes transaction accounting adjustments for preliminary valuations of certain tangible and intangible assets by First Bancorp management pursuant to certain purchase accounting guidance. These adjustments are subject to further revision upon completion of the contemplated transaction and related intangible asset valuations. The merger will be accounted for using the acquisition method of accounting, in accordance with the provisions of FASB ASC Topic 805-10, Business Combinations. See “Accounting Treatment” beginning on page [ — ] of this joint proxy statement/prospectus.

The unaudited pro forma condensed combined statements of operations reflect the merger as if it had been consummated on January 1, 2020 and combine First Bancorp’s historical results for the three months ended March 31, 2021 and the year ended December 31, 2020 with Select’s historical results for the same periods.

Transaction Accounting Adjustments

Transaction accounting adjustments are necessary to reflect the estimated purchase price of Select, including issuance of newly issued shares of our common stock pursuant to the merger, amounts related to Select’s net tangible and intangible assets at an amount equal to the preliminary estimate of their fair values, along with the amortization expense related to the estimated identifiable intangible assets and stock-based compensation, changes in depreciation and amortization expense resulting from the estimated fair value adjustments to net tangible assets and to reflect the income tax effect related to the transaction accounting adjustments. Transaction accounting adjustments are included only to the extent they are (i) directly attributable to the acquisition, (ii) factually supportable, (iii) with respect to the unaudited pro forma combined condensed consolidated statement of income, expected to have a continuing impact on the combined results.

The transaction adjustments reflecting the completion of the merger is based upon the acquisition method of accounting in accordance with Section 805 of the FASB Codification and upon the assumptions set forth in the notes to the unaudited pro forma condensed combined financial statements. The unaudited pro forma condensed combined balance sheet has been adjusted to reflect the preliminary allocation of the estimated purchase price to identifiable net assets acquired. The estimated purchase price was calculated based upon $41.39 per share, the closing trading price of First Bancorp’s common stock on June 28, 2021, which was the latest practicable trading date before the date of this document. The final allocation of the purchase price will be determined after the completion of the merger. This allocation is dependent upon certain valuations and other studies that have not progressed to a stage where sufficient information is available to make a definitive allocation. The purchase price allocation adjustments and related amortization

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reflected in the following unaudited pro forma combined financial statements are preliminary and have been made solely for the purpose of preparing these statements.

The transaction accounting adjustments are based upon available information and certain assumptions that First Bancorp and Select believe are reasonable under the circumstances. A final determination of the fair value of the assets acquired and liabilities assumed, which cannot be made prior to the completion of the acquisition, may differ materially from the preliminary estimates. The final valuation may change the purchase price allocation, which could affect the fair value assigned to the assets acquired and liabilities assumed and could result in a change to the unaudited pro forma combined financial statements.

First Bancorp has included the impact of the expected nonrecurring direct professional service costs associated with the merger and the impact of applying Current Expected Credit Loss (“CECL”) methodology to Select in the Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2021. See Note 10 below for additional discussion of merger expenses expected to be incurred in connection with the merger.

The unaudited pro forma condensed combined financial statements do not reflect indirect costs of integration activities, or benefits that may result from synergies that may be derived from any integration activities.

You should read this information in conjunction with the:

•

accompanying notes to the unaudited pro forma combined financial statements included in this joint proxy statement/prospectus;

•

separate historical audited consolidated financial statements of First Bancorp as of December 31, 2020 and 2019, and for each of the three years ended December 31, 2020.

•

separate historical audited consolidated financial statements of Select as of December 31, 2020 and 2019, and for each of the three years ended December 31, 2020.

	Annexes
	ANNEX A					A-1
	ANNEX B					B-1
	ANNEX C					C-1
	ANNEX D					D-1
	ANNEX E					E-1
	ANNEX F					F-1
	ANNEX G					G-1

($ in thousands)	First Bancorp			Select		Transaction Accounting Adjustments		Notes		Pro Forma Combined
ASSETS
Cash & due from banks, noninterest-bearing		$	71,206		22,533		—				93,739
Due from banks, interest-bearing			458,860		139,100		(2,410)		1		595,550
Total cash and cash equivalents			530,066		161,633		(2,410)				689,289
Securities available for sale			1,821,697		208,648		—				2,030,345
Securities held to maturity			198,843		—		—				198,843
Loans and leases held for sale			38,871		3,953		—				42,824

	FIRST BANCORP PROPOSALS					39
	Proposal No. 1 First Bancorp Merger Proposal					39
	Proposal No. 2 First Bancorp Adjournment Proposal					39
	INFORMATION ABOUT FIRST BANCORP					39
	INFORMATION ABOUT SELECT					40
	THE MERGER					40
	Terms of the Merger					40
	Background of the Merger					41
	Select’s Reasons for the Merger; Recommendation of the Select Board					43
	Opinion of Select’s Financial Advisor					45
	First Bancorp’s Reasons for the Merger; Recommendation of the First Bancorp Board					53
	Opinion of First Bancorp’s Financial Advisor					54
	Interests of Select’s Directors and Executive Officers in the Merger					65
	Merger-Related Compensation for Select’s Named Executive Officers					68
	Public Trading Markets					70
	First Bancorp’s Dividend Policy					70
	Dissenters’ Rights in the Merger					70
	Regulatory Approvals Required for the Merger					70
	THE MERGER AGREEMENT					72
	Effective Time					72
	Terms of the Merger					72
	Registration of First Bancorp Common Stock					72
	Treatment of Select Stock Options					72
	Treatment of Select TRUPS					72
	Representations and Warranties Made by First Bancorp and Select in the Merger Agreement					73
	Shareholder Meetings and Recommendation of the Boards of Directors of Select and First Bancorp					73
	Agreement Not to Solicit Other Offers					74
	Termination and Conditions of Closing					75
	Surrender of Certificates					76
	Required Shareholder Approvals					77
	Expenses					77
	Conduct of Business of Select Pending Closing					77
	Support Agreements					80
	ACCOUNTING TREATMENT					82
	U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER					82
	DESCRIPTION OF CAPITAL STOCK OF FIRST BANCORP					84
	General					84
	Common Stock					84
	Voting Rights					84
	Liquidation Rights					84
	Dividends					84
	Other Provisions					84
	Anti-Takeover Provisions					85
	Preferred Stock					85

	Transfer Agent and Registrar					85
	COMPARISON OF SHAREHOLDERS’ RIGHTS					86
	Differences in Legal Rights between Shareholders of Select and First Bancorp					86
	COMPARATIVE MARKET PRICES AND DIVIDENDS					91
	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF FIRST BANCORP					92
	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF SELECT					95
	LEGAL MATTERS					95
	EXPERTS					95
	First Bancorp					95
	Select					96
	DEADLINES FOR SUBMITTING SHAREHOLDER PROPOSALS					96
	First Bancorp					96
	Select					96
	WHERE YOU CAN FIND MORE INFORMATION					97