Business Context and Reporting Period
Company: First Citizens BancShares, Inc.
Filing Type: Form 8-K (Current Report)
Report Date: November 13, 2025 (Event Date: November 14, 2025; Closing Date: November 18, 2025)
Context: The Company filed a Certificate of Designation with the State of Delaware 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
- Security Issued: 7.000% Non-Cumulative Perpetual Preferred Stock, Series D.
- Offering Size: 500,000 Depositary Shares (each representing a 1/100th interest in a share of Series D Preferred Stock).
- Liquidation Preference: $100,000 per share of Series D Preferred Stock (equivalent to $1,000 per Depositary Share).
- Dividend Rate (Initial): 7.000% per annum, payable quarterly in arrears.
- Dividend Rate (Post-Reset): Floating rate based on the five-year treasury rate plus 3.301%, commencing December 15, 2030.
- Underwriters: J.P. Morgan Securities LLC, BofA Securities, Inc., Citigroup Global Markets Inc., and Morgan Stanley & Co. LLC.
Material Changes
The filing reports the creation of a new class of capital stock (Series D Preferred Stock) and the successful closing of the associated public offering. This issuance amends the Company's Amended and Restated Certificate of Incorporation. The Series D Preferred Stock ranks on a parity with existing Series A, Series B, and Series C preferred stock and is senior to common stock regarding dividends and liquidation.
Terms, Risks, and Management Commentary
- Redemption: The stock is perpetual with no maturity date. The Company may redeem the stock at its option on or after December 15, 2030, 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 not paid 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 D Preferred Stock, it cannot declare or pay dividends on, or redeem, its common stock or other junior securities during the subsequent period.
- Liquidity and Capital: The offering was conducted pursuant to an underwriting agreement and registered under Form S-3ASR. Proceeds are intended to strengthen the Company's capital position, though specific use of proceeds was not detailed in this text.
Investor Verification Checklist
- Verify the total gross proceeds from the sale of 500,000 Depositary Shares (implied $500 million based on $1,000 liquidation preference, subject to underwriting discounts).
- Confirm the impact of the 7.000% dividend obligation on the Company's future earnings per share (EPS) and return on equity (ROE).
- Review the Company's current liquidity position to ensure it can meet the quarterly dividend payments commencing March 15, 2026.
- Assess the Company's regulatory capital ratios post-issuance to determine if the Series D Preferred Stock qualifies as Tier 1 capital.
- Monitor the five-year treasury rate environment, as it will determine the dividend cost after the December 2030 reset date.