First Citizens BancShares, Inc. is offering $500,000,000 of 4.869% fixed-to-floating senior notes due March 3, 2032. The notes bear interest at 4.869% from the March 3, 2026 issue date through March 3, 2031, then reset to a floating rate equal to Compounded SOFR plus 1.487% (148.7 basis points).
The notes are unsecured, unsubordinated obligations of BancShares, not guaranteed by subsidiaries, and will be structurally subordinated to subsidiary liabilities. They will be issued in book-entry form, not listed, and expected to deliver on or about March 3, 2026. Estimated net proceeds are approximately $497,000,000, to be used for general corporate purposes including possible prepayment or redemption of long-term debt.
First Citizens BancShares is offering a series of fixed-to-floating rate senior notes, as described in a preliminary prospectus supplement dated February 25, 2026 (subject to completion). The notes will convert from a fixed rate to a floating rate tied to the Compounded SOFR Index Rate for the floating-rate period.
The notes will be unsecured and unsubordinated obligations of BancShares, will not be guaranteed by any subsidiary and therefore will be structurally subordinated to subsidiary liabilities. The offering document states proceeds will be used for general corporate purposes, which may include repayment or redemption of long-term debt. BancShares reported consolidated assets of $229.70 billion as of December 31, 2025, and aggregate subsidiary debt and other liabilities of $206.02 billion as of the same date.
Harris Associates L.P. and its general partner Harris Associates, Inc. filed an amended Schedule 13G/A reporting beneficial ownership of 928,944 shares of First Citizens BancShares, Inc. Class A common stock, representing 8.1% of the class as of 12/31/2025.
The firms report sole dispositive power over these shares and no voting power. They state the position is held in the ordinary course of business and not for the purpose of changing or influencing control of First Citizens BancShares.