UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ~~of the Securities Exchange Act of 1934~~

~~Date~~ of ~~Report~~The ~~(Date~~Securities ofExchange ~~earliest~~Act ~~event~~of ~~reported): July 27, 2021 (July 27, 2021)~~1934

Date of Report (Date of earliest event reported): September 30, 2021

CIT GROUP INC.

(Exact name of registrant as specified in its charter)

Delaware		001-31369		65-1051192
(State or other jurisdiction of incorporation)		(Commission File Number)		(~~I.R.S.~~IRS Employer Identification No.)

11 W. 42nd Street,


11 W. 42nd Street	New York	New York	10036
(Address of principal executive offices)			(Zip Code)

New York, New York 10036

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (212) 461-5200

~~Not~~(Former ~~Applicable~~name or former address, if changed since last report)

(Former Name or Former Address, if Changed Since Last Report)

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

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Securities~~☐ ~~registered~~Soliciting material pursuant to ~~Section~~Rule 14a-12~~(b)~~ ofunder the Exchange Act: (17 CFR 240.14a-12)

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

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

Securities Registered Pursuant to Section 12(b) of the Securities Exchange Act of 1934:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	CIT	New York Stock Exchange
5.625% Non-Cumulative Perpetual Preferred Stock, Series B, par value $0.01 per share	CITPRB	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (~~17 CFR~~ §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (~~17 CFR~~ §240.12b-2 of this chapter).

Emerging growth company ☐

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

~~Section~~Item 21.01. –Entry ~~Financial~~into ~~Information~~a Material Definitive Agreement.

~~Item~~On September 30, 2021, CIT Group Inc. (“CIT”), a Delaware corporation and the parent company of CIT Bank, N.A., a national banking association (“CIT Bank”), entered into an amendment (the “Amendment”) to that certain Agreement and Plan of Merger dated October 215, 2020 (the “Merger Agreement”) by and among First Citizens BancShares, Inc.02, a Delaware corporation (“BancShares”), First-Citizens Bank & Trust Company, a North Carolina chartered commercial bank and direct, wholly owned subsidiary of BancShares (“FCB”), FC Merger Subsidiary IX, Inc., ~~Results~~a direct, wholly-owned subsidiary of ~~Operations~~FCB (“Merger Sub” and, ~~Financial~~collectively ~~Condition~~with, BancShares and FCB, the “BancShares Parties”), and CIT.

~~This~~Prior ~~Current~~to ~~Report~~the onparties’ ~~Form~~execution and delivery of the Amendment, Section 8-K.1(c) ~~includes~~of asthe anMerger ~~exhibit~~Agreement aprovided ~~press~~that ~~release,~~the ~~dated~~Merger ~~July~~Agreement ~~27,~~may ~~2021,~~be ~~reporting~~terminated at any time prior to the ~~financial~~“Effective ~~results~~Time” by either the BancShares Parties or the Company if the merger of Merger Sub with and into CIT, ~~Group~~with ~~Inc.~~CIT as the surviving entity (the “~~Company~~Merger”), asshall ofnot ~~and~~have ~~for~~been ~~the~~consummated ~~quarter~~on ~~ended~~or ~~June~~before 30October 15, 2021 (the “Termination Date”). ~~The~~ ~~press~~Pursuant ~~release~~to isthe ~~attached~~Amendment, asthe ~~Exhibit~~parties 99amended Section 8.1~~. This~~(c) ~~press~~of ~~release~~the ~~includes~~Merger ~~certain~~Agreement ~~non-GAAP~~to ~~financial~~extend ~~measures~~the Termination Date to March 1, 2022. A ~~reconciliation~~As of ~~those~~September 30, ~~measures~~2021, regulatory approval from the Federal Reserve Board has not yet been obtained by the parties. The parties have mutually agreed to amend the ~~most~~Merger ~~directly~~Agreement ~~comparable~~in ~~GAAP~~order ~~measures~~to isprovide ~~included~~additional astime ain ~~table~~order to obtain regulatory approval from the ~~press~~Federal ~~release~~Reserve Board. The ~~information~~parties ~~reported~~have ~~under~~responded ~~this~~to ~~Item~~all ~~2.02~~questions issued by the Staff of the Federal Reserve Board, ~~including~~and ~~Exhibit~~the 99Staff has informed us that they do not have further questions at this time.1, ~~shall~~The beparties ~~considered~~have ~~furnished,~~been informed that the application is presently at the Governor level. The Board of Governors has not ~~filed,~~provided a timeframe for its decision on the ~~purposes~~application. ofApproval by the ~~Securities~~Federal ~~Exchange~~Reserve ~~Act~~Board ofis ~~1934,~~the asonly ~~amended~~remaining (regulatory approval required in order to complete the ~~“Exchange~~merger, ~~Act”)~~and both parties are committed to continuing to seek such approval.

~~Section~~The 7foregoing –description ~~Regulation~~of FDthe Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.

Item 7 8.01. ~~Regulation~~Other ~~FD Disclosure~~Events.

InOn ~~addition~~September 30, ~~this~~2021, ~~Form~~CIT ~~8-K~~and ~~includes~~First aCitizens ~~copy~~issued ofa ~~the~~joint ~~Company’s~~press ~~presentation~~release toannouncing ~~analysts~~the ~~and~~entry ~~investors~~into ~~of its financial results for~~ the ~~quarter~~First ~~ended~~Amendment, ~~June~~a ~~30,~~copy ~~2021,~~of which is attached hereto as Exhibit 99.~~2. The~~1 ~~information~~and ~~included in Exhibit 99.2 shall be considered furnished, not filed, for purposes of the Exchange Act. The Company also provides supplementary financial information on its website, which is not~~ incorporated herein by reference ~~in this Form 8-K~~.

Section 9 – Financial Statements and Exhibits

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits. The following exhibits accompany this report.

Exhibit No.		Description
99.1		Press release issued by CIT Group Inc. on July 27, 2021 reporting its financial results as of and for the quarter ended June 30, 2021.
2.1		Amendment No. 1, dated September 30, 2021, to the Agreement and Plan of Merger, dated October 15, 2020, by and among First Citizens BancShares, Inc., First-Citizens Bank & Trust Company, FC Merger Subsidiary IX, Inc., and CIT Group Inc.
99.2		Presentation by CIT Group Inc. on July 27, 2021 regarding its financial results for the quarter ended June 30, 2021.
99.1		Joint Press Release, dated September 30, 2021
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~Forward-Looking~~SIGNATURE ~~Statements~~

~~This~~Pursuant Form 8-K contains forward-looking statements within the meaning of applicable federal securities laws that are based upon our current expectations and assumptions concerning future events, which are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated. The words “expect,” “anticipate,” “estimate,” “forecast,” “initiative,” “objective,” “plan,” “goal,” “project,” “outlook,” “priorities,” “target,” “intend,” “evaluate,” “pursue,” “commence,” “seek,” “may,” “will,” “would,” “could,” “should,” “believe,” “potential,” “continue,” or the ~~negative~~requirements of any of those words or similar expressions is intended to identify forward-looking statements. All statements contained in this Form 8-K, other than statements of historical fact, including without limitation, statements about our plans, strategies, prospects and expectations regarding future events and our financial performance, are forward-looking statements that involve certain risks and uncertainties. In particular, any projections or expectations regarding our pending merger with First Citizens, our future revenues, expenses, earnings, capital expenditures, deposits or stock price, as well as the assumptions on which such expectations are based, are such forward-looking statements reflecting only our current judgment and are not guarantees of future performance or results. While these statements represent our current judgment on what the future may hold, and we believe these judgments are reasonable, these statements are not guarantees of any events or financial results, and our actual results may differ materially. Important factors that could cause our actual results to be materially different from our expectations include, among others, the risk that: (i) CIT is unsuccessful in implementing its strategy and business plan, including planned or potential acquisitions or divestitures; (ii) CIT is unable to react to and address key business and regulatory issues; (iii) CIT is unable to achieve the projected revenue growth from its new business initiatives or the projected expense reductions from efficiency improvements; (iv) CIT becomes subject to liquidity constraints and higher funding costs; (v) the parties to a transaction do not obtain regulatory or other approvals or satisfy closing conditions to the transaction on a timely basis, or at all, or approvals are subject to conditions that are not anticipated; or (vi) changes in asset quality and credit risk, interest rates and capital markets or other economic conditions. Further, additional factors relating to CIT’s pending merger with First Citizens could cause actual results to differ materially from any forward-looking statements, including (i) CIT’s and First Citizens’ ability to obtain regulatory approvals and meet other closing conditions to the merger and (ii) delays in closing the merger. In addition, statements about the potential effects of the COVID-19 pandemic on our business, results of operations and financial condition may constitute forward-looking statements and are subject to the risk that the actual effects may differ, possibly materially, from what is reflected in those forward-looking statements due to factors and future developments that are uncertain, unpredictable and in many cases beyond our control, including the scope and duration of the pandemic, action taken by government authorities in response to the pandemic, and the direct and indirect impact of the pandemic on our customers and service providers and on economies and markets more generally. We further describe these and other risks that could affect our results in Item 1A, “Risk Factors,” of our latest Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the Securities ~~and~~ Exchange ~~Commission~~Act ~~(the~~of ~~“SEC”)~~1934, as amended ~~by Form 10-K/A that was filed with the SEC on April 30~~, ~~2021, and in~~ the ~~definitive~~Registrant ~~proxy~~has ~~statement~~duly ~~regarding~~caused ~~the~~this ~~pending~~report ~~merger~~to ~~with~~be ~~First~~signed ~~Citizens that was filed by CIT with the SEC~~ on December 23, 2020. Information regarding CIT’s capital ratios consists of preliminary estimates. These estimates are forward-looking statements and are subject to change, possibly materially, as CIT completes its ~~financial~~behalf ~~statements.~~by ~~Accordingly, you should not place undue reliance on~~ the ~~forward-looking~~undersigned ~~statements~~hereunto ~~contained~~duly ~~in this Form 8-K~~authorized. These forward-looking statements speak only as of the date on which the statements were made. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements, except where expressly required by law.

~~SIGNATURES~~CIT Group Inc.

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

Date: July 27, 2021	CIT GROUP INC.
	(Registrant)
	By:	/s/ John Fawcett
	Name:	John Fawcett
	Title:	Executive Vice President & Chief Financial Officer


By	/s/ John Fawcett
	Name:	John Fawcett
	Title:	Executive Vice President & Chief Financial Officer

Date: September 30, 2021

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