01—Abstract
Summary
Summary of the 8-K filed September 14, 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 creation and public offering of its new "7.500%a Non-Cumulative Perpetual Preferred Stock, Series F." This new series of preferred stock, represented by depositary shares, was established through a Certificate of Designation filed on September 11, 2026.
The offering, conducted under an underwriting agreement with several major financial institutions, involved the sale of 300,000 depositary shares, each representing a 1/100th ownership interest in a share of the Series F Preferred Stock. The company closed this public offering on September 14, 2026. The Series F Preferred Stock carries a fixed dividend rate of 7.500%b annually for the first five years, after which it will float based on the five-year treasury rate plus a spread.
Importantly, the dividends are non-cumulative, meaning any missed dividend payments are not carried forward. The Series F Preferred Stock ranks on parity with other existing preferred stock series of the company and senior to its common stock.
It has no maturity date and is perpetual unless redeemed by the company, which is an option for the company on or after September 15, 2031, or under specific circumstances like a Regulatory Capital Treatment Event. Holders of this new preferred stock have limited voting rights, primarily tied to the non-payment of dividends or significant changes to the stock's terms.
02—Key points
Key Highlights
- Establishment of new "7.500% Non-Cumulative Perpetual Preferred Stock, Series F" via Certificate of Designation.
- Public offering of 300,000 depositary shares, each representing a 1/100th interest in Series F Preferred Stock, closed on September 14, 2026.
- Initial dividend rate of 7.500% per annum, non-cumulative, for the first five years, transitioning to a floating rate thereafter.
- Series F Preferred Stock ranks on parity with other outstanding preferred stock and senior to common stock in terms of dividends and liquidation.
- The preferred stock is perpetual with no maturity date; redemption is at the company's option after September 15, 2031, or under specific events.
- Limited voting rights for holders, except in cases of prolonged dividend non-payment or fundamental changes.
- In liquidation, holders are entitled to $100,000 per share ($1,000 per depositary share) plus declared but unpaid dividends, before common stockholders receive any distribution.
03—Questions
Frequently Asked Questions
What is the primary purpose of this 8-K filing?
This 8-K filing announces the creation and completion of the public offering of a new series of preferred stock, the "7.500% Non-Cumulative Perpetual Preferred Stock, Series F," by First Citizens BancShares, Inc. /DE/. It outlines the terms of this new security and confirms the closing of its offering.
What are the dividend characteristics of the Series F Preferred Stock?
The Series F Preferred Stock pays a fixed dividend of 7.500% per annum on its liquidation preference for the first five years, transitioning to a floating rate (five-year treasury rate plus 2.894%) thereafter. These dividends are paid quarterly and are non-cumulative, meaning any missed payments are not carried forward and will not be paid in the future.
How does the Series F Preferred Stock rank in the company's capital structure?
The Series F Preferred Stock ranks on parity with other existing preferred stock series of First Citizens BancShares regarding dividends and liquidation. It ranks senior to the company's common stock and any other future junior securities.
Does the Series F Preferred Stock have a maturity date, and can it be redeemed?
No, the Series F Preferred Stock does not have a maturity date and is considered perpetual. The company has the option to redeem the stock in whole or in part on any dividend payment date on or after September 15, 2031, or in whole following a Regulatory Capital Treatment Event, at a redemption price of $100,000 per share (plus accrued dividends).
04—Continue