First Citizens Bancshares Inc /De/ 8-K Filing

FAQ

Key Financial Figures

• $1 — stered Class A Common Stock, Par Value $1 FCNCA Nasdaq Global Select Market
• $0.01 — l Preferred Stock, Series D", par value $0.01 per share, with a liquidation preferenc
• $100,000 — share, with a liquidation preference of $100,000 per share (the "Series D Preferred Stoc
• $1,000 — al to $100,000 per share (equivalent to $1,000 per Depositary Share), plus any authori

Filing Documents

• d83204d8k.htm (8-K) — 43KB
• d83204dex11.htm (EX-1.1) — 172KB
• d83204dex31.htm (EX-3.1) — 58KB
• d83204dex41.htm (EX-4.1) — 192KB
• d83204dex51.htm (EX-5.1) — 19KB
• g83204g1114213028111.jpg (GRAPHIC) — 5KB
• 0001193125-25-286155.txt ( ) — 759KB
• fcnca-20251113.xsd (EX-101.SCH) — 4KB
• fcnca-20251113_def.xml (EX-101.DEF) — 14KB
• fcnca-20251113_lab.xml (EX-101.LAB) — 23KB
• fcnca-20251113_pre.xml (EX-101.PRE) — 15KB
• d83204d8k_htm.xml (XML) — 7KB

From the Filing

8-K 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): November 13, 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. Item3.03. 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, dividen

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