First Citizens BancShares Closes $300M Series F Preferred Stock Offering
FIRST CITIZENS BANCSHARES INC /DE/
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Filing Summary
š First Citizens BancShares, Inc. ($FCNCA) Filed Form 8-K
⢠Event: Issuance & Closing of 7.500% Series F Non-Cumulative Perpetual Preferred Stock ⢠Offering Size: 300,000 Depositary Shares ($1,000 per share liquidation preference / $300M total) ⢠Key Terms: Fixed dividend rate of 7.500% through Sept 15, 2031; resets every 5 years to 5-year Treasury + 2.894% ⢠Items Filed: 3.03, 5.03, 8.01, 9.01
Comprehensive Analysis
Summary of Reportable Events
1. Issuance of Series F Preferred Stock (Item 3.03 & Item 5.03)
- Designation: On September 11, 2026, First Citizens BancShares, Inc. filed a Certificate of Designation in Delaware creating the 7.500% Non-Cumulative Perpetual Preferred Stock, Series F ($0.01 par value, $100,000 per share liquidation preference).
- Offering Structure: The company offered and sold 300,000 Depositary Shares, each representing a 1/100th interest in a share of Series F Preferred Stock ($1,000 liquidation preference per depositary share), totaling $300 million in aggregate liquidation preference.
- Dividend Terms:
- Initial Period: 7.500% per annum, payable quarterly in arrears commencing December 15, 2026, up to September 15, 2031.
- Reset Period: From September 15, 2031, dividends reset every five years to the prevailing 5-year Treasury rate plus 2.894% per annum.
- Ranking: Parity with existing Series A, B, C, D, and E Preferred Stock; senior to common stock.
- Redemption: Callable at the company's option on or after September 15, 2031, or earlier following a Regulatory Capital Treatment Event, subject to Federal Reserve approval.
2. Offering Closing (Item 8.01)
- On September 14, 2026, the public offering closed pursuant to the Underwriting Agreement dated September 9, 2026, led by Morgan Stanley & Co. LLC, BofA Securities, Inc., J.P. Morgan Securities LLC, and Wells Fargo Securities, LLC.
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