Business Context and Reporting Period
This Form 8-K Current Report, dated September 11, 2026, covers First Citizens BancShares, Inc. (FCNCA), a Delaware corporation. The filing details the establishment and public offering of a new series of preferred stock. The offering closed on September 14, 2026.
Key Financial Metrics and Capital Structure
- Security Issued: 7.500% Non-Cumulative Perpetual Preferred Stock, Series F.
- Volume: 300,000 Depositary Shares, each representing a 1/100th interest in a share of Series F Preferred Stock.
- Liquidation Preference: $100,000 per share of Series F Preferred Stock (equivalent to $1,000 per Depositary Share).
- Dividend Rate: Fixed at 7.500% per annum from issuance until September 15, 2031. Thereafter, the rate resets to the five-year treasury rate plus 2.894%.
- Dividend Payment Dates: Quarterly in arrears on March 15, June 15, September 15, and December 15, commencing December 15, 2026.
- Underwriters: Morgan Stanley & Co. LLC, BofA Securities, Inc., J.P. Morgan Securities LLC, and Wells Fargo Securities, LLC.
Material Changes
The Company filed a Certificate of Designation with the Delaware Secretary of State on September 11, 2026, amending its Amended and Restated Certificate of Incorporation to create the Series F Preferred Stock. This issuance adds a new class of perpetual preferred equity to the Company's capital structure, ranking on parity with existing Series A, B, C, D, and E preferred stocks and senior to common stock.
Terms, Risks, and Contingencies
- Redemption: The stock is perpetual with no maturity date. The Company may redeem the stock at its option on or after September 15, 2031, or within 90 days of a Regulatory Capital Treatment Event, at a price of $100,000 per share plus accrued dividends.
- Voting Rights: Holders generally have no voting rights. However, if dividends are unpaid for an aggregate of 18 months, holders gain the right to elect two directors to the Board.
- Dividend Restrictions: If the Company fails to pay full quarterly dividends on the Series F Preferred Stock, it cannot declare or pay dividends on, or redeem, its common stock or other junior securities during the subsequent period.
- Liquidity: The filing does not provide specific cash flow or liquidity metrics resulting from the offering, though the proceeds are intended to strengthen the Company's capital base.
Investor Verification Checklist
- Verify the final closing date and total net proceeds received from the 300,000 Depositary Shares offering.
- Confirm the Company's current regulatory capital ratios post-issuance to ensure compliance with Federal Reserve guidelines.
- Review the Company's ability to service the 7.500% dividend obligation relative to current earnings and cash flow.
- Check for any subsequent filings regarding the redemption of existing preferred series or changes in the capital structure.