First Citizens sells 300K 7.5% Series F depositary shares

Q: What new security did FCNCA establish in this Form 8-K?

First Citizens BancShares established a new 7.500% Non-Cumulative Perpetual Preferred Stock, Series F, with a $100,000 per-share liquidation preference, and linked depositary shares each representing a 1/100th interest in a Series F preferred share.

Q: How many Series F depositary shares did FCNCA offer and close?

The company sold and closed a public offering of 300,000 depositary shares, each representing a 1/100th ownership interest in a share of Series F Preferred Stock, under an effective automatic shelf registration on Form S-3ASR.

Q: What dividend terms apply to FCNCA’s Series F Preferred Stock?

Dividends are non-cumulative. Until September 15, 2031, they accrue at 7.500% per annum on the $100,000 liquidation preference, payable quarterly. Thereafter, they reset every five years to the five-year Treasury rate plus 2.894%.

Q: What is the ranking of FCNCA’s Series F Preferred Stock?

Series F ranks on parity with the company’s existing Series A–E preferred stock and any future parity securities, and senior to common stock and any future junior preferred stock with respect to dividends and liquidation distributions.

Q: Do holders of FCNCA Series F Preferred Stock have voting rights?

Holders generally have no voting rights, except on certain fundamental changes and if dividends are not declared and paid for dividend periods totaling 18 months. In that case, they may help elect two directors until dividends have been brought current for 12 consecutive months.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

FIRST CITIZENS BANCSHARES INC (FCNCA) created a new class of preferred stock by filing a certificate of designation for its 7.500% Non-Cumulative Perpetual Preferred Stock, Series F, with a liquidation preference of $100,000 per share, and authorized related depositary shares.

The company agreed to sell 300,000 depositary shares, each representing a 1/100th interest in a Series F share, and closed this public offering on September 14, 2026 under an effective shelf registration. Dividends are non-cumulative, fixed at 7.500% per year until September 15, 2031, then reset every five years at the five-year U.S. Treasury rate plus 2.894%.

The Series F Preferred Stock ranks on parity with the company’s existing preferred series and senior to common stock, has no maturity date, and is redeemable at the issuer’s option on or after September 15, 2031 or within 90 days of a defined Regulatory Capital Treatment Event, generally at $100,000 per share (or $1,000 per depositary share) plus specified dividends.

Filing Explained

Series F is outstanding after the September 14 closing, with unpaid dividends potentially limiting common distributions and redemptions.

With the Series F offering closed on September 14, 2026, failure to pay a full quarterly dividend can restrict dividends on and redemptions of common stock during the next dividend period.

The designation also gives Series F holders, voting as a class with any special voting preferred stock, the right to elect two directors if unpaid dividends total 18 months; that right ends after at least 12 consecutive months of paid or declared dividends.

The next relevant disclosure is whether each quarterly Series F dividend is declared and paid or set aside, because that determines whether the common-stock restrictions or director-election right can arise.

8-K Event Classification

4 items: 3.03, 5.03, 8.01, 9.01

4 items

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

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.

Key Figures

Depositary Shares Offered: 300,000 depositary shares Liquidation Preference per Series F Share: $100,000 per share Liquidation Preference per Depositary Share: $1,000 per depositary share +5 more

8 metrics

Depositary Shares Offered 300,000 depositary shares Public offering of Series F depositary shares closed on September 14, 2026

Liquidation Preference per Series F Share $100,000 per share Series F Preferred Stock liquidation preference

Liquidation Preference per Depositary Share $1,000 per depositary share Each depositary share equals 1/100th of a Series F share

Initial Dividend Rate 7.500% per annum Fixed rate on Series F until but excluding September 15, 2031

Reset Spread Over 5-Year Treasury 2.894 percentage points Added to five-year Treasury rate from September 15, 2031 for each reset period

Dividend Payment Dates 15th of March, June, September, December Quarterly in arrears; first payment on December 15, 2026

Director Election Trigger 18 months of unpaid dividends Aggregate dividend periods without full declared and paid dividends

Cure Period for Director Rights 12 consecutive months of full dividends Ends special right to elect two directors

Key Terms

Non-Cumulative Perpetual Preferred Stock, liquidation preference, depositary shares, Regulatory Capital Treatment Event, +2 more

6 terms

Non-Cumulative Perpetual Preferred Stock financial

"designated as the “7.500% Non-Cumulative Perpetual Preferred Stock, Series F”"

Non-cumulative perpetual preferred stock is a type of investment that pays a fixed dividend forever, without a set end date. If the company skips some dividends in a year, you don’t get that money later, and it’s gone forever. It matters because investors get regular income but may miss out if the company faces financial trouble.

liquidation preference financial

"par value $0.01 per share, with a liquidation preference of $100,000 per share"

A liquidation preference is a rule that determines who gets paid first and how much they receive when a company is sold, goes bankrupt, or distributes its assets. It gives certain investors a priority claim—often returning their original investment plus any agreed multiple—before other owners receive money, which shapes how much common shareholders and founders ultimately get; think of it as a front-of-the-line pass that affects payout order and investor returns.

depositary shares financial

"sell to the Underwriters 300,000 depositary shares (the “Depositary Shares”)"

Depositary shares are tradable certificates that represent a fractional piece of a larger security held by a third-party bank, like owning a slice of a single big pie instead of the whole pie. They let companies issue and investors buy smaller, more affordable portions of preferred stock or other instruments; holders usually receive proportional dividends and market pricing similar to ordinary shares, but may have limited voting rights and different liquidity or tax implications, which can affect income and resale value.

Regulatory Capital Treatment Event regulatory

"within 90 days following a Regulatory Capital Treatment Event (as defined in the Certificate"

parity securities financial

"collectively, the “parity securities” and (2) senior to the Company’s common stock"

junior securities financial

"collectively, the “junior securities”"

Offering Details

shelf

Offering

Offering Type shelf

FAQ

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

What new security did FCNCA establish in this Form 8-K?

First Citizens BancShares established a new 7.500% Non-Cumulative Perpetual Preferred Stock, Series F, with a $100,000 per-share liquidation preference, and linked depositary shares each representing a 1/100th interest in a Series F preferred share.

How many Series F depositary shares did FCNCA offer and close?

The company sold and closed a public offering of 300,000 depositary shares, each representing a 1/100th ownership interest in a share of Series F Preferred Stock, under an effective automatic shelf registration on Form S-3ASR.

What dividend terms apply to FCNCA’s Series F Preferred Stock?

Dividends are non-cumulative. Until September 15, 2031, they accrue at 7.500% per annum on the $100,000 liquidation preference, payable quarterly. Thereafter, they reset every five years to the five-year Treasury rate plus 2.894%.

When and how can FCNCA redeem the Series F Preferred Stock?

First Citizens may redeem Series F Preferred Stock at its option on any dividend payment date on or after September 15, 2031, in whole or in part, or within 90 days after a Regulatory Capital Treatment Event, generally at $100,000 per share plus specified dividends.

What is the ranking of FCNCA’s Series F Preferred Stock?

Series F ranks on parity with the company’s existing Series A–E preferred stock and any future parity securities, and senior to common stock and any future junior preferred stock with respect to dividends and liquidation distributions.

Do holders of FCNCA Series F Preferred Stock have voting rights?

Holders generally have no voting rights, except on certain fundamental changes and if dividends are not declared and paid for dividend periods totaling 18 months. In that case, they may help elect two directors until dividends have been brought current for 12 consecutive months.

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

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Available on EDGAR 09/14/2026 - 04:10 PM Accepted by SEC EDGAR 09/14/2026 - 04:10 PM

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 11, 2026

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
Depositary Shares, Each Representing a 1/40th Interest in a Share of 6.625% Non-Cumulative Perpetual Preferred Stock, Series E	FCNCN	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 3.03. Material Modification to Rights of Security Holders.

On September 11, 2026, 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 “7.500% Non-Cumulative Perpetual Preferred Stock, Series F”, par value $0.01 per share, with a liquidation preference of $100,000 per share (the “Series F Preferred Stock”). The Certificate of Designation was filed in connection with an underwriting agreement, dated September 9, 2026 (the “Underwriting Agreement”), by and among the Company, Morgan Stanley & Co. LLC, BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (the “Underwriters”), pursuant to which the Company agreed to sell to the Underwriters 300,000 depositary shares (the “Depositary Shares”), each representing a 1/100th ownership interest in a share of the Series F Preferred Stock.

The Series F 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, (D) the Company’s 7.000% Non-Cumulative Perpetual Preferred Stock, Series D, par value $0.01 per share, (E) the Company’s 6.625% Non-Cumulative Perpetual Preferred Stock, Series E, par value $0.01 per share and (F) 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 F 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 F Preferred Stock or senior to the Series F Preferred Stock as to dividends and upon liquidation, dissolution or winding-up of the Company (collectively, the “junior securities”).

Dividends on the Series F 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, September 15, 2031, dividends on the Series F Preferred Stock will accrue on a non-cumulative basis at a rate of 7.500% 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 December 15, 2026 and ending on September 15, 2031. From and including September 15, 2031, dividends on the Series F 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 2.894% 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 December 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 September 15, 2031 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 September 15, 2031 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 F Preferred Stock, with certain limited exceptions, if the Company’s board of directors has not authorized, and the Company has not declared and paid or set aside for payment, full quarterly dividends on the Series F 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 F Preferred Stock does not have a maturity date, and the Company is not required to redeem the Series F Preferred Stock. Accordingly, the Series F Preferred Stock and the Depositary Shares will remain outstanding indefinitely, unless and until the Company decides to redeem the Series F Preferred Stock pursuant to the terms of the Certificate of Designation. The Company may redeem the Series F Preferred Stock at its option, (i) in whole or in part, from time to time, on any dividend payment date on or after September 15, 2031, 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 F Preferred Stock, the Depositary (as defined below) will redeem a proportional number of Depositary Shares. Neither the holders of Series F Preferred Stock nor holders of Depositary Shares will have the right to require the redemption or repurchase of the Series F Preferred Stock. Any redemption of the Series F 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 F Preferred Stock.

Holders of the Series F Preferred Stock will have no voting rights, except with respect to certain fundamental changes in the terms of the Series F Preferred Stock and certain other matters. In addition, if dividends on the Series F Preferred Stock are not declared and paid in full for any dividend periods that, in the aggregate, equal 18 months, whether or not consecutive, the holders of the Series F Preferred Stock, voting together as a class with holders of any special voting preferred stock then outstanding, will have the right to elect two directors to the Company’s board of directors. The terms of office of these directors will end when the Company has paid or declared and set aside for payment full dividends for dividend periods that, in the aggregate, equal at least 12 consecutive months on the Series F Preferred Stock.

In the event that the Company voluntarily or involuntarily liquidates, dissolves or winds-up, the holders of the Series F Preferred Stock at the time outstanding will be entitled to receive liquidating distributions in the amount of $100,000 per share of the Series F Preferred Stock (equivalent to $1,000 per Depositary Share), plus an amount equal to any authorized and declared but unpaid dividends thereon to and including the date of such liquidation, without accumulation of any undeclared dividends, out of assets legally available for distribution to the Company’s stockholders, before any distribution of assets is made to the holders of the Company’s common stock or any other junior securities. After payment of the full amount of such liquidating distributions, the holders of the Series F Preferred Stock will not be entitled to any further participation in any distribution of assets by the Company, and will have no right or claim to any of the Company’s remaining assets.

The foregoing description of the terms of the Series F Preferred Stock is qualified in its entirety by reference to the full text of the Certificate of Designation, which is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The Certificate of Designation became effective upon filing with the Secretary of State of the State of Delaware, and it amends the Company’s Amended and Restated Certificate of Incorporation. The terms of the Series F Preferred Stock are more fully described in Item 3.03 of this Current Report on Form 8-K, which is incorporated by reference herein.

Item 8.01. Other Events.

On September 14, 2026, the Company closed the public offering of 300,000 Depositary Shares pursuant to the Underwriting Agreement. The Depositary Shares and the Series F Preferred Stock have been registered under the Securities Act of 1933, as amended, by a registration statement on Form S-3ASR (File No. 333-281553) (the “Registration Statement”). The following documents are being filed with this Current Report on Form 8-K and incorporated by reference into the Registration Statement: (i) the Underwriting Agreement, (ii) the Certificate of Designation, (iii) the Deposit Agreement, dated September 14, 2026, among the Company, Broadridge Corporate Issuer Solutions, LLC and the holders from time to time of the depositary receipts described therein, (iv) the form of depositary receipt representing the Depositary Shares, and (v) the validity opinion letters with respect to the Depositary Shares and the Series F Preferred Stock.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

The following exhibits accompany this Report.


Exhibit No.		Description

1.1		Underwriting Agreement, dated September 9, 2026, by and among the Company, Morgan Stanley & Co. LLC, BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters listed in Schedule II thereto

3.1		Certificate of Designation of 7.500% Non-Cumulative Perpetual Preferred Stock, Series F, of the Company, filed with the Secretary of State of the State of Delaware and effective September 11, 2026

4.1		Deposit Agreement, dated as of September 14, 2026, among the Company, Broadridge Corporate Issuer Solutions, LLC, as depositary, and the holders from time to time of the depositary receipts described therein

4.2		Form of Depositary Receipt (included as Exhibit A in Exhibit 4.1 hereto)

5.1		Opinion of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P.

23.1		Consent of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P. (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 14, 2026				By: /s/ Craig L. Nix
				Name: Craig L. Nix
				Title: Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

8 documents