Item 3.03. Material Modification to Rights of Security Holders.
On November 14, 2025, First Citizens BancShares, Inc., a Delaware corporation (the “Company”), filed a certificate of designation (the “Certificate of Designation”) with the Secretary of State of the State of Delaware, establishing the rights, preferences, privileges, qualifications, restrictions and limitations of a new series of its preferred stock designated as the “7.000% Non-Cumulative Perpetual Preferred Stock, Series D”, par value $0.01 per share, with a liquidation preference of $100,000 per share (the “Series D Preferred Stock”). The Certificate of Designation was filed in connection with an underwriting agreement, dated November 13, 2025 (the “Underwriting Agreement”), by and among the Company, J.P. Morgan Securities LLC, BofA Securities, Inc., Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein (the “Underwriters”), pursuant to which the Company agreed to sell to the Underwriters 500,000 depositary shares (the “Depositary Shares”), each representing a 1/100th ownership interest in a share of the Series D Preferred Stock.
The Series D Preferred Stock ranks, with respect to dividends and upon liquidation, dissolution or winding-up of the Company, (1) on a parity with (A) the Company’s 5.375% Non-Cumulative Perpetual Preferred Stock, Series A, par value $0.01 per share, (B) the Company’s Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series B, par value $0.01 per share, (C) the Company’s 5.625% Non-Cumulative Perpetual Preferred Stock, Series C, par value $0.01 per share and (D) any class or series of capital stock of the Company issued now or in the future that, by its terms, expressly provides that such class or series ranks on a parity with the Series D Preferred Stock as to dividends and upon liquidation, dissolution or winding-up of the Company (collectively, the “parity securities”) and (2) senior to the Company’s common stock and any other class or series of preferred stock of the Company issued in the future that, by its terms, does not expressly provide that such class or series ranks on a parity with the Series D Preferred Stock or senior to the Series D Preferred Stock as to dividends and upon liquidation, dissolution or winding-up of the Company (collectively, the “junior securities”).
Dividends on the Series D Preferred Stock will be payable when, as and if authorized by the Company’s board of directors or a duly authorized committee thereof and declared by the Company out of legally available funds. From the issue date to, but excluding, December 15, 2030, dividends on the Series D Preferred Stock will accrue on a non-cumulative basis at a rate of 7.000% per annum on the liquidation preference of $100,000 per share, payable quarterly, in arrears, on the fifteenth day of each March, June, September and December, commencing on March 15, 2026 and ending on December 15, 2030. From and including December 15, 2030, dividends on the Series D Preferred Stock will accrue on a non-cumulative basis at the five-year treasury rate as of the most recent reset dividend determination date plus 3.301% for each reset period on the liquidation preference of $100,000 per share, payable quarterly, in arrears, on the fifteenth day of each March, June, September and December, commencing on March 15, 2031. “Reset dividend determination date” means, in respect of any reset period, the day falling three business days prior to the beginning of such reset period. “Reset period” means the period from and including December 15, 2030 to, but excluding, the next following reset date and thereafter each period from and including each reset date to, but excluding, the next following reset date. “Reset date” means December 15, 2030 and each date falling on the fifth anniversary of the preceding reset date, in each case, regardless of whether such day is a business day.
Under the terms of the Series D Preferred Stock, with certain limited exceptions, if the Company’s board of directors has not authorized, and the Company has not authorized, declared and paid or set aside for payment, full quarterly dividends on the Series D Preferred Stock for a particular dividend period, it may not declare or pay dividends on, or redeem, purchase or acquire, its common stock or other junior securities during the next succeeding dividend period.
The Series D Preferred Stock does not have a maturity date, and the Company is not required to redeem the Series D Preferred Stock. Accordingly, the Series D Preferred Stock and the Depositary Shares will remain outstanding indefinitely, unless and until the Company decides to redeem it pursuant to the terms of the Certificate of Designation. The Company may redeem the Series D Preferred Stock at its option, (i) in whole or in part, from time to time, on any dividend payment date on or after December 15, 2030, or (ii) in whole but not in part, within 90 days following a Regulatory Capital Treatment Event (as defined in the Certificate of Designation), at a redemption price equal to $100,000 per share (equivalent to $1,000 per Depositary Share), plus any authorized, declared and unpaid dividends in any prior dividend period and, solely in the case of a redemption following a Regulatory Capital Treatment Event, the pro-rated portion of unpaid dividends, whether or not declared, for the dividend period in which such redemption occurs. If the Company redeems the Series D Preferred Stock, the Depositary (as defined below) will redeem a proportional number of Depositary Shares. Neither the holders of Series D Preferred Stock nor holders of Depositary Shares will have the right to require the redemption or repurchase of the Series D Preferred Stock. Any redemption of the Series D Preferred Stock is subject to the Company’s receipt of any required prior approval by the Board of Governors of the Federal Reserve System or other successor regulatory authority (the “Federal Reserve”) and to the satisfaction of any conditions set forth in the capital guidelines or regulations of the Federal Reserve applicable to redemption of the Series D Preferred Stock.
