First Ctzns Bancshares Inc N C SEC Filings

First Citizens BancShares, Inc. created a new 7.000% Non-Cumulative Perpetual Preferred Stock, Series D, and completed a public offering of 500,000 Depositary Shares, each representing a 1/100th interest in a Series D share with a $100,000 liquidation preference. The Series D Preferred Stock ranks on parity with the company’s existing preferred series and is senior to common stock for dividends and liquidation. Dividends are fixed at 7.000% per year until December 15, 2030, then reset every five years at the five-year U.S. Treasury rate plus 3.301%, and are payable quarterly when authorized and declared.

The preferred shares are perpetual with no mandatory redemption, but the company may redeem them on any dividend date on or after December 15, 2030, or within 90 days after a defined regulatory capital event, at $100,000 per preferred share (or $1,000 per Depositary Share) plus certain unpaid dividends, subject to Federal Reserve approval. Holders generally have no voting rights, but can elect two directors if dividends are omitted for periods totaling 18 months, and receive priority liquidation payments before common stock and other junior securities.

First Citizens BancShares (FCNCA) director Ellen R. Alemany reported buying 300 Depositary Shares of the company’s 7% Non-Cumulative Perpetual Preferred Stock, Series D on 11/13/2025 at a price of $1,000 per Depositary Share. Each Depositary Share represents a 1/100th interest in a share of this preferred series. Following this purchase, she holds these 300 Depositary Shares directly, along with 30,000 shares of Class C Preferred Stock held directly.

She also reports indirect holdings of Class A Common Stock through several family trusts and grantor retained annuity trusts, including 4,559 shares in a Family GST Exempt Trust, 4,350 shares in a Family Non-GST Exempt Trust, 2,295 shares in the Alemany March 2024 GRAT #1, 1,325 shares in the Alemany August 2024 GRAT #1, and 4,716 shares in the Alemany September 2025 GRAT #1.

First Citizens BancShares (FCNCA) launched a primary offering of depositary shares, each representing a 1/100th interest in a share of its non-cumulative perpetual Preferred Stock, Series D. Each preferred share carries a $100,000 liquidation preference (equivalent to $1,000 per depositary share).

Dividends are discretionary and non-cumulative, initially fixed to, but excluding, December 15, 2030, then reset every five years to the five-year Treasury rate plus a spread. The Series D may be redeemed at the company’s option on any dividend payment date on or after December 15, 2030, or within 90 days of a regulatory capital treatment event, in each case at $100,000 per preferred share (or $1,000 per depositary share) plus applicable authorized and declared dividends. The company does not intend to list the depositary shares.

Net proceeds are intended for general corporate purposes. As context, total consolidated assets were $233.49 billion as of September 30, 2025.

First Citizens BancShares furnished its quarterly update, announcing results for the quarter ended September 30, 2025. The company provided an earnings press release and financial supplement as Exhibits 99.1 and 99.3, and an investor presentation as Exhibit 99.2.

The information under Items 2.02 and 7.01, including Exhibits 99.1, 99.2 and 99.3, is being furnished and not filed under the Exchange Act. BancShares will host a conference call at 9 a.m. Eastern on October 23, 2025, to discuss its third-quarter performance. Materials are available on the company’s investor relations site.

First Citizens BancShares (FCNCA) said its subsidiary, First-Citizens Bank & Trust Company, agreed to acquire 138 branches from BMO Bank N.A. across the Midwest, Great Plains and West.

As part of the deal, First Citizens Bank will assume approximately $5.7 billion in deposit liabilities and acquire approximately $1.1 billion in loans. The company expects closing in mid-2026, subject to customary closing terms and conditions and regulatory approvals.

The company also made available a press release and investor presentation with additional details. Management highlighted typical risks for this type of transaction, including regulatory approvals, integration execution, potential customer attrition and whether anticipated benefits and cost savings are realized.

Carson H. Brice, a director of First Citizens Bancshares, Inc. (FCNCA), reported a change in beneficial ownership on 09/26/2025. The filing shows a disposition of 125 Class A common shares coded as a gift (transaction code G) at a reported price of $0. After the transaction, the report lists multiple classes of shares held directly or indirectly by the reporting person and related trusts/fiduciary arrangements, including 236,188 Class A shares beneficially owned and various indirect holdings in Class A and Class B shares across trusts and custodial accounts. The filing includes disclaimers that the reporting person disclaims beneficial ownership for certain trust-held shares and states the reporting person does not serve as trustee or share investment control for those trust shares.

First Citizens BancShares, Inc. executed an offering of subordinated debt under a previously filed Form S-3 registration statement and a Prospectus Supplement dated September 2, 2025. The company entered an Underwriting Agreement dated September 2, 2025 with BofA Securities, Inc. and Morgan Stanley & Co. LLC as representatives of the underwriters to sell the securities. A Third Supplemental Indenture dated September 5, 2025 supplements the Subordinated Base Indenture dated March 4, 2020, and the offering includes a form of 5.600% Fixed Rate Reset Subordinated Notes due 2035. Legal opinion and consent from Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, LLP are included, and the filing is signed by Craig L. Nix, Chief Financial Officer.

First Citizens BancShares is offering subordinated notes described in this prospectus supplement. The Notes are unsecured and subordinated to all Senior Indebtedness and effectively subordinated to secured indebtedness to the extent of collateral value. Interest will reset from the Reset Date to maturity based on the Five-year U.S. Treasury Rate as of the Reset Determination Date plus stated basis points. As of June 30, 2025, the company and its subsidiaries had aggregate debt and other liabilities of approximately $206.79 billion, including $36.46 billion of secured indebtedness (which includes a $35.99 billion Purchase Money Note to the FDIC maturing March 27, 2028) and approximately $750 million of outstanding subordinated debt that will rank equally with the new Notes. The Subordinated Indenture does not limit incurrence of additional senior or pari passu indebtedness. Redemption of the Notes may require prior Federal Reserve approval where applicable. The prospectus discusses tax, DTC, paying agent and transfer agent procedures and specialized U.S. federal income tax considerations for non-U.S. holders.