First Citizens BancShares Issues 7.500% Series F Preferred Stock

What Happened First Citizens BancShares, Inc. filed a Certificate of Designation (effective September 11, 2026) creating a new 7.500% Non‑Cumulative Perpetual Preferred Stock, Series F, with a $100,000 liquidation preference per preferred share. The Company entered an underwriting agreement dated September 9, 2026, and on September 14, 2026 closed the public offering of 300,000 depositary shares, each representing a 1/100th interest in a share of Series F Preferred Stock. The Series F terms were filed as exhibits to the Company’s Form 8‑K and have been registered on Form S‑3ASR.

Key Details

• 300,000 depositary shares issued; each depositary share represents 1/100th of a Series F preferred share (liquidation preference of $100,000 per preferred share = $1,000 per depositary share).
• Dividends: 7.500% per year on the liquidation preference from issue date through (but excluding) September 15, 2031, payable quarterly; thereafter dividends reset to the 5‑year Treasury rate + 2.894% (reset every five years).
• Redemption: Company may redeem (i) in whole or part on any dividend payment date on or after September 15, 2031, or (ii) in whole (but not in part) within 90 days after a “Regulatory Capital Treatment Event”; redemptions require Federal Reserve approval if applicable.
• Governance and protections: dividends are non‑cumulative; missed dividends for an aggregate of 18 months (not necessarily consecutive) would give holders (voting with any special voting preferred stock) the right to elect two directors until dividends are paid for 12 consecutive months.

Why It Matters This issuance adds a perpetual preferred instrument that ranks senior to common stock for dividends and liquidation but is on parity with certain existing preferred series. For common shareholders, the Series F creates an additional fixed‑rate claim on distributions and assets in a liquidation. Because dividends are non‑cumulative, the Company is not required to make up missed payments, but unpaid dividends can restrict payments on common and other junior securities and—if unpaid long enough—trigger limited board representation rights for preferred holders. The offering also completes a registered capital raise (closed September 14, 2026) that impacts the Company’s capital structure and regulatory capital profile; any future redemption is subject to regulatory approval.