FIRST CITIZENS BANCSHARES INC /DE/ 8-K

What Happened

• First Citizens BancShares, Inc. (FCNCA) filed a Certificate of Designation on Feb 3, 2026 creating the "6.625% Non‑Cumulative Perpetual Preferred Stock, Series E" and amended its charter accordingly. Under an underwriting agreement dated Jan 29, 2026, the company sold 16,000,000 depositary shares (each representing a 1/40th interest in one Series E preferred share). The public offering of the depositary shares closed on Feb 5, 2026 and the securities are registered under the company’s Form S‑3ASR registration statement.

Key Details

• Dividend rate: 6.625% per annum on the $1,000 liquidation preference per preferred share (paid quarterly) from issue date through March 14, 2031; thereafter dividends reset each five years to the 5‑year Treasury rate + 2.830%.
• Units and equivalence: 16,000,000 depositary shares, each equals 1/40th of one Series E preferred share (equivalent liquidation preference of $25 per depositary share).
• Perpetual and callable: Series E has no maturity; company may redeem (i) on any dividend date on or after March 15, 2031 (whole or part) or (ii) in whole within 90 days after a Regulatory Capital Treatment Event; redemptions require any applicable Federal Reserve approval.
• Rights and restrictions: dividends are non‑cumulative and payable only if authorized and declared; Series E ranks pari passu with certain existing preferred series and senior to common stock; extended nonpayment (18 months aggregate) would give Series E holders (with any special voting preferred) the right to elect two directors.

Why It Matters

• This offering creates a new series of perpetual preferred stock that raises capital while generally preserving common equity—preferred shares rank senior to common for dividends and liquidation. The fixed initial yield (6.625%) then switching to a Treasury‑based reset affects the income profile for preferred investors. Because dividends are non‑cumulative and certain missed payments can restrict common dividends/repurchases and trigger limited board representation rights, retail investors should note potential corporate action and capital priority implications but not view this as an obligation to common holders.