01—Abstract
Summary
Summary of the 8-K filed November 18, 2025. Cited figures are marked; the original filing is the authoritative source.
First Citizens BancShares, Inc. (FCNCA) has filed an 8-K to report the establishment and successful closing of a public offering for a new series of preferred stock: the 7.000%a Non-Cumulative Perpetual Preferred Stock, Series D.
This new series, represented by depositary shares, establishes 500,000 depositary shares each representing a 1/100th ownership interest in a share of Series D Preferred Stock, with a liquidation preference of $100,000b per share. The issuance is structured to bolster the company's capital structure, with dividends initially set at a fixed 7.000% per annum until December 2030, after which it will reset to a floating rate based on the five-year Treasury rate plus a spread of 3.301%.
02—Key points
Key Highlights
- Establishment of 7.000% Non-Cumulative Perpetual Preferred Stock, Series D, with a liquidation preference of $100,000 per share.
- Public offering of 500,000 depositary shares, each representing a 1/100th interest in a share of Series D Preferred Stock.
- Fixed dividend rate of 7.000% per annum until December 15, 2030, payable quarterly.
- Floating dividend rate after December 15, 2030, based on the five-year Treasury rate plus 3.301%, payable quarterly.
- Series D Preferred Stock ranks on parity with existing preferred stock series (Series A, B, C) and senior to common stock.
- No maturity date; the stock is perpetual unless redeemed by the Company under specific conditions (after December 15, 2030, or following a Regulatory Capital Treatment Event).
- Holders have limited voting rights, primarily concerning fundamental changes and director election rights if 18 months of unpaid dividends accumulate.
03—Questions
Frequently Asked Questions
What is the primary purpose of issuing the Series D Preferred Stock?
The Series D Preferred Stock was issued as part of a public offering to bolster First Citizens BancShares' capital structure. The company agreed to sell 500,000 depositary shares representing interests in this new preferred stock series.
What are the dividend terms for the Series D Preferred Stock?
Initially, the Series D Preferred Stock will pay a fixed dividend of 7.000% per annum on its liquidation preference, payable quarterly, through December 15, 2030. After this date, the dividend rate will become floating, based on the five-year Treasury rate plus a spread of 3.301%, also payable quarterly.
How does the Series D Preferred Stock rank in the company's capital structure?
The Series D Preferred Stock ranks on parity with other existing preferred stock series (Series A, B, and C) in terms of dividends and liquidation rights. It is senior to the company's common stock and any future junior securities.
Are there any redemption rights for the holders of the Series D Preferred Stock?
No, holders of the Series D Preferred Stock or the corresponding depositary shares do not have the right to require the company to redeem or repurchase their shares. The company may redeem the preferred stock at its option on or after December 15, 2030, or following a 'Regulatory Capital Treatment Event'.
04—Continue