First Citizens (FCNCA) issues 5.600% Subordinated Notes due 2035

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.

Rhea-AI Filing Summary

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.

Positive

• Accessed long-term funding via an underwritten offering of subordinated notes dated Sept 2–5, 2025
• Fixed coupon of 5.600% provides financing certainty for the note term
• Underwritten by major banks (BofA Securities and Morgan Stanley), indicating standard market distribution

Negative

• Increases subordinated long-term liabilities, adding to the company’s debt profile through 2035
• Subordinated status means these notes rank below senior creditors, affecting recovery priority
• Fixed 5.600% coupon represents a long-term interest expense commitment regardless of future rate movements

Insights

Debt Capital Markets Analyst

TL;DR: The company issued subordinated notes with a 5.600% coupon maturing in 2035, arranged by major underwriters.

The filing documents an underwritten sale of subordinated debt under the company’s Form S-3 shelf and a Prospectus Supplement dated September 2, 2025. The use of a Third Supplemental Indenture (Sept 5, 2025) formalizes the new tranche under the existing subordinated base indenture.

This transaction is a standard debt-capital market execution: the 5.600% fixed rate and long-dated maturity indicate the company accessed long-term funding via subordinated debt, underwritten by BofA Securities and Morgan Stanley.

Credit Risk Analyst

TL;DR: Subordinated notes increase long-term liabilities and rank below senior creditors.

Because these are subordinated notes, they sit behind senior debt in the capital structure, which is relevant to loss-absorption and regulatory capital assessment. The maturity of 2035 makes the instrument a long-duration obligation on the balance sheet.

The filing includes counsel opinion and trustee documentation (U.S. Bank Trust Company), ensuring legal enforceability of the indenture provisions disclosed in the filing.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did First Citizens (FCNCA) file in this 8-K?

The 8-K documents an underwritten offering of 5.600% Fixed Rate Reset Subordinated Notes due 2035, related indenture supplements, underwriting agreement, legal opinion, and trustee documentation.

Who underwrote the First Citizens subordinated notes?

The offering was arranged by representatives of the underwriters: BofA Securities, Inc. and Morgan Stanley & Co. LLC.

What is the legal structure supporting the notes?

The notes are issued under a Subordinated Base Indenture dated March 4, 2020 with a Third Supplemental Indenture dated September 5, 2025 and U.S. Bank Trust Company as trustee.

What is the coupon and maturity of the notes?

The offering includes a form of notes with a 5.600% fixed coupon and a stated maturity in 2035.

Did First Citizens include legal opinions or consents?

Yes. The filing includes the opinion and consent of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, LLP, included in the exhibits.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 09/05/2025 - 05:08 PM Learn about SEC filing dates

FIRST CITIZENS BANCSHARES INC /DE/ false 0000798941 0000798941 2025-09-02 2025-09-02 0000798941 us-gaap:CommonStockMember 2025-09-02 2025-09-02 0000798941 us-gaap:SeriesAPreferredStockMember 2025-09-02 2025-09-02 0000798941 us-gaap:SeriesCPreferredStockMember 2025-09-02 2025-09-02

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 2, 2025

First Citizens BancShares, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-16715		56-1528994
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

4300 Six Forks Road		Raleigh		North Carolina		27609
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (919) 716-7000

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered Pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class		Trading Symbol		Name of each exchange on which registered
Class A Common Stock, Par Value $1		FCNCA		Nasdaq Global Select Market
Depositary Shares, Each Representing a 1/40th Interest in a Share of 5.375% Non-Cumulative Perpetual Preferred Stock, Series A		FCNCP		Nasdaq Global Select Market
5.625% Non-Cumulative Perpetual Preferred Stock, Series C		FCNCO		Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

On September 5, 2025, First Citizens BancShares, Inc. (the “Company”) issued and sold $600,000,000 aggregate principal amount of its 5.600% Fixed Rate Reset Subordinated Notes due 2035 (the “Notes”) in a public offering pursuant to a registration statement on Form S-3 (File No. 333-281553) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) on August 14, 2024, as supplemented by a prospectus supplement dated September 2, 2025 (the “Prospectus Supplement”) and filed with the Commission on September 4, 2025. The Notes were sold pursuant to an underwriting agreement dated as of September 2, 2025 (the “Underwriting Agreement”), by and among the Company and BofA Securities, Inc. and Morgan Stanley & Co. LLC, as representatives of the several underwriters listed in Schedule II thereto.

The Notes were issued pursuant to a subordinated base indenture, dated as of March 4, 2020 (the “Subordinated Base Indenture”), between the Company and U.S. Bank Trust Company, National Association (the “Trustee”), as supplemented by a third supplemental indenture, dated as of September 5, 2025, between the Company and the Trustee (the “Third Supplemental Indenture”).

The foregoing descriptions of the Underwriting Agreement, the Subordinated Base Indenture, the Third Supplemental Indenture, and the Notes do not purport to be complete and are qualified in their entirety by reference to Exhibit 1.1, Exhibit 4.1, Exhibit 4.2, and Exhibit 4.3, respectively. This Current Report on Form 8-K (this “Report”) is being filed, in part, for the purpose of filing the documents attached as exhibits hereto as exhibits to the Registration Statement in connection with the issuance of the Notes, and such exhibits are hereby incorporated by reference into the Registration Statement.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

The following exhibits accompany this Report.

Exhibit No.		Description
1.1		Underwriting Agreement dated as of September 2, 2025, by and among the Company and BofA Securities, Inc. and Morgan Stanley & Co. LLC, as representatives of the several underwriters listed in Schedule II thereto
4.1		Subordinated Base Indenture, dated as of March 4, 2020, between the Company and U.S. Bank Trust Company, National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed March 4, 2020)
4.2		Third Supplemental Indenture to the Subordinated Base Indenture, dated September 5, 2025, between the Company and U.S. Bank Trust Company, National Association, as trustee
4.3		Form of 5.600% Fixed Rate Reset Subordinated Notes due 2035 (included in Exhibit 4.2 hereto)
5.1		Opinion of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, LLP
23.1		Consent of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, LLP (included in Exhibit 5.1 hereto)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				First Citizens BancShares, Inc.
				(Registrant)
Date: September 5, 2025				By:		/s/ Craig L. Nix
				Name:		Craig L. Nix
				Title:		Chief Financial Officer