First Citizens BancShares Prices $300M Offering of 7.500% Series F Preferred Depositary Shares

Executive Summary

First Citizens BancShares, Inc. (Nasdaq: FCNCA) has filed a prospectus supplement on Form 424B5 covering a public offering of 300,000 depositary shares, each representing a 1/100th interest in a share of 7.500% Non-Cumulative Perpetual Preferred Stock, Series F, with a liquidation preference of $100,000 per preferred share ($1,000 per depositary share).

Key Offering Terms

• Issuer: First Citizens BancShares, Inc.
• Securities Offered: 300,000 depositary shares ($300,000,000 aggregate public offering price).
• Price to Public: $1,000 per depositary share.
• Underwriting Discount: $10.00 per depositary share ($3,000,000 total).
• Net Proceeds to Company: Approximately $296,000,000 after estimated expenses and underwriting discounts.
• Dividend Rate & Frequency:
  • Fixed at 7.500% per annum, non-cumulative, payable quarterly in arrears starting December 15, 2026 until September 15, 2031.
  • After September 15, 2031, resets quarterly to the 5-Year Treasury Rate plus 2.894% per annum.
• Optional Redemption: Redeemable at the company's option on or after September 15, 2031, or within 90 days of a regulatory capital treatment event, at $1,000 per depositary share plus declared unpaid dividends.
• Listing: The depositary shares will not be listed on any exchange.
• Use of Proceeds: General corporate purposes.
• Lead Underwriters: Morgan Stanley, BofA Securities, J.P. Morgan, and Wells Fargo Securities.