Business Context and Reporting Period
Company: First Citizens BancShares, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: February 3, 2026 (Event Date); February 5, 2026 (Closing Date)
Context: The Company filed a Certificate of Designation to establish a new series of preferred stock and subsequently closed a public offering of depositary shares representing that stock.
Key Financial Metrics and Capital Structure
This filing details a capital raise rather than operating performance metrics. Key figures include:
- Instrument: 6.625% Non-Cumulative Perpetual Preferred Stock, Series E.
- Liquidation Preference: $1,000 per share.
- Depositary Shares Issued: 16,000,000 shares (each representing a 1/40th interest in a share of Series E Preferred Stock).
- Dividend Rate (Initial): 6.625% per annum (fixed) from issuance until March 15, 2031.
- Dividend Rate (Reset): Five-year Treasury rate plus 2.830% per annum, effective March 15, 2031.
- Underwriters: BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, and Morgan Stanley & Co. LLC.
Material Changes Versus Prior Period
The filing reports the following material changes to the Company's capital structure:
- New Equity Series: Establishment of Series E Preferred Stock, which ranks on parity with existing Series A, B, C, and D preferred stock and senior to common stock.
- Amendment to Charter: The Certificate of Designation amends the Company's Amended and Restated Certificate of Incorporation.
- Capital Raise Completion: The public offering of 16,000,000 Depositary Shares was closed on February 5, 2026.
Guidance, Outlook, and Terms
Dividend Terms: Dividends are non-cumulative and payable quarterly. If full quarterly dividends are not paid, the Company cannot declare dividends on or redeem common stock or other junior securities during the subsequent period.
Redemption: The stock has no maturity date. The Company may redeem the stock at its option on or after March 15, 2031, or within 90 days of a Regulatory Capital Treatment Event, at a price of $1,000 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.
Liquidity and Risks: The filing does not provide specific liquidity ratios or cash flow data. The primary risk noted is the Company's obligation to pay dividends on this new senior security before any distributions to common shareholders.
Investor Verification Checklist
- Verify the total gross proceeds from the sale of 16,000,000 Depositary Shares (implied $400 million based on $25 per depositary share, though exact proceeds are not explicitly stated in the text).
- Confirm the impact of the new 6.625% dividend obligation on the Company's future earnings per share (EPS) and retained earnings.
- Review the "Regulatory Capital Treatment Event" definition in the Certificate of Designation (Exhibit 3.1) to understand redemption triggers.
- Check subsequent filings for the use of proceeds from this offering.