01—Abstract
Summary
Summary of the 8-K filed February 5, 2026. Cited figures are marked; the original filing is the authoritative source.
First Citizens BancShares, Inc. /DE/ (FCNCA) has filed an 8-K report detailing the establishment and successful closing of a public offering for its new 6.625%a Non-Cumulative Perpetual Preferred Stock, Series E.
This new series of preferred stock, represented by 16,000,000 depositary shares each representing a 1/40th interest, was issued under an underwriting agreement with several major financial institutions. The issuance aims to bolster the company's capital structure and provides investors with a fixed dividend rate for the initial five years, after which it will convert to a floating rate plus a spread. This preferred stock ranks on par with other existing preferred stock series and senior to the common stock regarding dividends and liquidation preferences.
02—Key points
Key Highlights
- First Citizens BancShares has successfully closed a public offering of 16,000,000 depositary shares, representing 6.625% Non-Cumulative Perpetual Preferred Stock, Series E.
- The Series E Preferred Stock carries a fixed dividend rate of 6.625% per annum for the first five years, payable quarterly.
- From March 15, 2031, the dividend rate will reset to the five-year Treasury rate plus a spread of 2.830%, maintaining its non-cumulative nature.
- The Series E Preferred Stock ranks on parity with other existing preferred stock series and senior to the Company's common stock in terms of dividends and liquidation preference.
- The preferred stock is perpetual, with no stated maturity date, and can be redeemed by the Company at its option starting March 15, 2031, or under specific circumstances like a Regulatory Capital Treatment Event.
- Holders of Series E Preferred Stock have limited voting rights, primarily related to fundamental changes, with potential director election rights if dividends are in arrears for 18 months.
- The offering was conducted under an underwriting agreement with BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, and Morgan Stanley & Co. LLC.
03—Questions
Frequently Asked Questions
What is the dividend rate for the new Series E Preferred Stock?
The Series E Preferred Stock offers a fixed dividend rate of 6.625% per annum on its liquidation preference of $1,000 per share for the initial five years, payable quarterly. After March 15, 2031, the dividend rate will convert to a floating rate, based on the five-year Treasury rate plus a spread of 2.830%.
How does the Series E Preferred Stock rank in terms of dividends and liquidation?
The Series E Preferred Stock ranks on parity with other existing preferred stock series of First Citizens BancShares, Inc. and is senior to the Company's common stock and any other future junior securities with respect to dividend payments and distributions upon liquidation, dissolution, or winding-up.
Can the Series E Preferred Stock be redeemed, and if so, when?
Yes, the Company has the option to redeem the Series E Preferred Stock. Redemptions can occur in whole or in part on any dividend payment date on or after March 15, 2031. Additionally, the Company may redeem the stock in whole within 90 days following a 'Regulatory Capital Treatment Event,' subject to regulatory approvals.
Do holders of the Series E Preferred Stock have voting rights?
Holders of the Series E Preferred Stock have very limited voting rights. These are typically restricted to certain fundamental changes affecting the stock's terms. However, if dividends are not paid in full for an aggregate of 18 months, holders, along with holders of other special voting preferred stock, gain the right to elect two directors to the Company's board.
04—Continue