UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events. |
On March 12, 2025, First Citizens BancShares, Inc. (the “Company”) issued and sold $500,000,000 aggregate principal amount of its 5.231% Fixed-to-Floating Rate Senior Notes due 2031 (the “Senior Notes”) and $750,000,000 aggregate principal amount of its 6.254% Fixed-to-Fixed Rate Subordinated Notes due 2040 (the “Subordinated Notes” and, together with the Senior Notes, 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 March 6, 2025 (the “Prospectus Supplement”) and filed with the Commission on March 7, 2025. The Notes were sold pursuant to an underwriting agreement dated as of March 6, 2025 (the “Underwriting Agreement”), by and among the Company and Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters listed in Schedule II thereto.
The Senior Notes were issued pursuant to a Senior Base Indenture, dated as of March 12, 2025 (the “Senior Base Indenture”), between the Company and U.S. Bank Trust Company, National Association (the “Trustee”), as amended and supplemented by a First Supplemental Indenture, dated as of March 12, 2025, between the Company and the Trustee (the “First Supplemental Indenture”). The Subordinated Notes were issued pursuant to a Subordinated Base Indenture, dated as of March 4, 2020 (the “Subordinated Base Indenture”), between the Company and the Trustee, as amended and supplemented by a Second Supplemental Indenture, dated as of March 12, 2025, between the Company and the Trustee (the “Second Supplemental Indenture”).
The foregoing descriptions of the Underwriting Agreement, the Senior Base Indenture, the Subordinated Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Senior Notes and the Subordinated 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, Exhibit 4.3, Exhibit 4.4, Exhibit 4.5, and Exhibit 4.6, 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.
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 12, 2025 | By: | /s/ Craig L. Nix | ||||
| Name: | Craig L. Nix | |||||
| Title: | Chief Financial Officer | |||||