SEC Form 8-K filed by First Citizens BancShares Inc.

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): March 3, 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
Depository Shares, Each Representing 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 8.01. Other Events.

On March 3, 2026, First Citizens BancShares, Inc. (the “Company”) issued and sold $500,000,000 aggregate principal amount of its 4.869% Fixed-to-Floating Rate Senior Notes due 2032 (the “Notes”) in a public offering pursuant to a registration statement on Form S-3 (File No. 333-281553) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) on August 14, 2024, as supplemented by a prospectus supplement dated February 25, 2026 (the “Prospectus Supplement”) and filed with the Commission on February 26, 2026. The Notes were sold pursuant to an underwriting agreement dated as of February 25, 2026 (the “Underwriting Agreement”), by and among the Company, J.P. Morgan Securities LLC, BofA Securities, Inc., and Wells Fargo Securities, LLC, as representatives of the several underwriters listed in Schedule II thereto.

The Notes were issued pursuant to a senior base indenture, dated as of March 12, 2025 (the “Base Indenture”), between the Company and U.S. Bank Trust Company, National Association (the “Trustee”), as amended and supplemented by a second supplemental indenture, dated as of March 3, 2026, between the Company and the Trustee (the “Second Supplemental Indenture”).

The foregoing descriptions of the Underwriting Agreement, the Base Indenture, the Second Supplemental Indenture, and the Notes do not purport to be complete and are qualified in their entirety by reference to Exhibit 1.1, Exhibit 4.1, Exhibit 4.2, and Exhibit 4.3, respectively. This Current Report on Form 8-K (this “Report”) is being filed, in part, for the purpose of filing the documents attached as exhibits hereto as exhibits to the Registration Statement in connection with the issuance of the Notes, and such exhibits are hereby incorporated by reference into the Registration Statement.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

The following exhibits accompany this Report.

 

Exhibit No.		Description
1.1		Underwriting Agreement dated as of February 25, 2026, by and among the Company, J.P. Morgan Securities LLC, BofA Securities, Inc., and Wells Fargo Securities, LLC, as representatives of the several underwriters listed in Schedule II thereto
4.1		Senior Base Indenture dated as of March 12, 2025, between the Company and U.S. Bank Trust Company, National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed March 12, 2025)
4.2		Second Supplemental Indenture to the Base Indenture, dated March 3, 2026, between the Company and U.S. Bank Trust Company, National Association, as trustee
4.3		Form of 4.869% Fixed-to-Floating Rate Senior Notes due 2032 (included in Exhibit 4.2 hereto)
5.1		Opinion of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, LLP
23.1		Consent of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, LLP (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: March 3, 2026				By: /s/ Craig L. Nix
				Name: Craig L. Nix
				Title: Chief Financial Officer