FIRST CITIZENS BANCSHARES INC /DE/ SEC Filings

First Citizens BancShares plans to issue depositary shares, each representing a 1/40th interest in new non‑cumulative perpetual Series E preferred stock, with dividends fixed to March 15, 2031 and then resetting every five years off the five‑year U.S. Treasury rate plus a spread. The preferred is perpetual, ranks senior to common stock, and can be redeemed at the company’s option after March 15, 2031 or following certain regulatory capital events, subject to Federal Reserve approval.

The company intends to list the depositary shares on Nasdaq under the symbol FCNCN and use net proceeds for general corporate purposes. First Citizens reported unaudited net income of $580 million for the quarter ended December 31, 2025 and $2.206 billion for 2025, with total assets of $229.698 billion at year‑end. It also has an agreement to acquire 138 branches from BMO Bank N.A., expecting to assume about $5.7 billion of deposits and $1.1 billion of loans in a transaction anticipated to close in the second half of 2026.

First Citizens BancShares, Inc. reported that it has released its results of operations for the quarter ended December 31, 2025. The company furnished an earnings press release, an investor presentation, and a detailed financial supplement as Exhibits 99.1, 99.2, and 99.3 to this report, and also made them available on its investor relations website.

The company plans to discuss its fourth-quarter and full-year performance on a conference call scheduled for 9 a.m. Eastern time on January 23, 2026. The report also includes customary cautionary language about forward-looking statements, highlighting a wide range of economic, regulatory, competitive, geopolitical, and operational risks that could cause actual results to differ from current expectations.

First Citizens BancShares, Inc. reported that its Chief Risk Officer, Lorie K. Rupp, has notified the company of her intent to retire from her positions with the holding company and First-Citizens Bank & Trust Company, effective June 1, 2026. The company states that Tom Eklund, currently Treasurer of BancShares, is expected to succeed Ms. Rupp as Chief Risk Officer as of her retirement date, providing a planned leadership transition in the risk function. BancShares also noted it issued a press release on January 14, 2026 announcing the expected appointment and planned retirement, and included customary forward-looking statement language highlighting general economic, regulatory, competitive, and transaction-related risks that could affect future results.

First Citizens BancShares insider Carson H. Brice, identified as a 10% owner, reported several indirect movements of Class A common shares involving family-related trusts and accounts. Reported transfers on January 9 and 12, 2026 at a stated price of $0 per share include 267 and 68 Class A shares attributed to the Carson Holding Brice Revocable Trust, 250 Class A shares held "By Spouse," and 17 Class A shares each for separate Brice family trusts for Stephen, Elizabeth, and Cordelia Brice.

The filing also lists indirect holdings of both Class A and Class B common shares across revocable trusts, children’s trusts, custodial accounts, and the Carson Holding Brice 2025 GRAT. Footnotes explain that certain shares are held in trusts for the benefit of the reporting person’s children, that the reporting person does not have investment control over those trusts, and that she disclaims beneficial ownership of those securities.

First Citizens BancShares director Olivia B. Holding reported an insider transaction involving the company’s Class A common stock. On 12/17/2025, she recorded a transaction coded "G" (a gift) of 6 shares of Class A Common at a reported price of $0, from her indirect holdings through the Olivia B. Holding Revocable Trust.

After this transaction, she reports indirect beneficial ownership of 537,661 Class A shares through that revocable trust, along with additional indirect holdings of Class A and Class B common stock and Depositary Shares through various trusts and entities, including family trusts and affiliated companies such as Holding Properties, LLC, Southern BancShares (N.C.), Inc., Fidelity BancShares (N.C.), Inc., and others. She states that she disclaims beneficial ownership of these securities except to the extent of any pecuniary interest.

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 reports lower profitability but continued balance sheet growth for the nine months ended September 30, 2025. Net income was $1.63 billion, down from $2.08 billion a year earlier, with quarterly net income of $568 million.

Total assets grew to $233.5 billion from $223.7 billion, driven by loan growth to $144.8 billion and a larger securities portfolio. Deposits increased to $163.2 billion, while long‑term borrowings rose to $38.3 billion, including new senior and subordinated note issuances and redemption of older subordinated debt.

Credit costs increased as the provision for credit losses reached $460 million year to date versus $276 million last year, and nonaccrual loans rose to $1.41 billion. The allowance for loan and lease losses stood at $1.65 billion. The company also continued share repurchases of Class A common stock and paid common and preferred dividends.

Strategically, its bank subsidiary agreed to acquire 138 BMO Bank branches, expecting to assume about $5.7 billion in deposits and $1.1 billion in loans, with closing anticipated in mid‑2026, subject to customary conditions and regulatory approvals. Management also terminated a prior shared‑loss agreement with the FDIC related to the Silicon Valley Bridge Bank acquisition, with no income statement or balance sheet impact disclosed.