First Citizens BancShares Files Preliminary Prospectus Supplement for Series F Preferred Stock Offering

Offering Overview

First Citizens BancShares, Inc. filed a preliminary prospectus supplement (Form 424B5) under Registration No. 333-281553 for a proposed public offering of depositary shares, each representing a 1/100th ownership interest in a share of Non-Cumulative Perpetual Preferred Stock, Series F ($0.01 par value, $100,000 liquidation preference per preferred share, or $1,000 per depositary share).

Key Terms and Structure

• Dividend Rate: Fixed non-cumulative rate from issuance to September 15, 2031 (the First Reset Date), transitioning thereafter to a floating reset rate based on the five-year Treasury rate plus a spread per annum.
• Payment Schedule: Quarterly in arrears on March 15, June 15, September 15, and December 15, starting December 15, 2026.
• Redemption Provisions: Callable at the issuer's option on any dividend payment date on or after September 15, 2031, or in whole within 90 days following a regulatory capital treatment event, at $100,000 per preferred share ($1,000 per depositary share) plus applicable declared dividends.
• Ranking: Ranks senior to common stock, on parity with Series A, B, C, D, and E Preferred Stock, and junior to all existing and future indebtedness.
• Underwriters: Morgan Stanley, BofA Securities, J.P. Morgan, and Wells Fargo Securities are serving as joint book-running managers.