{"filing":{"accession_number":"0001193125-26-390576","cik":"0000798941","ticker":"FCNCN","company_name":"FIRST CITIZENS BANCSHARES INC /DE/","form":"8-K","filing_date":"2026-09-14","report_date":"2026-09-11","primary_document":"d505182d8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/798941/000119312526390576/d505182d8k.htm"},"events":[{"id":33271,"run_id":30590,"accession_number":"0001193125-26-390576","anchor_item_number":"3.03","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"summary":"First Citizens BancShares filed a Certificate of Designation on September 11, 2026, establishing Series F Preferred Stock and closed a public offering of 300,000 depositary shares on September 14, 2026, representing a $30 billion liquidation preference. The offering, underwritten by major investment banks and bearing a 7.500% perpetual non-cumulative dividend rate, materially dilutes existing common shareholders' ownership and voting power.","company_name":"FIRST CITIZENS BANCSHARES INC /DE/","ticker":"FCNCN","filing_date":"2026-09-14","form":"8-K","submitted_at":null,"items":[{"id":36669,"accession_number":"0001193125-26-390576","item_number":"3.03","item_title":"Material Modification to Rights of Security Holders.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"First Citizens BancShares filed a Certificate of Designation on September 11, 2026, establishing a new series of preferred stock (Series F) and entered into an underwriting agreement dated September 9, 2026, to sell 300,000 depositary shares representing ownership interests in the Series F Preferred Stock. While this is technically a preferred equity issuance rather than common equity, it represents a material capital raise ($30 billion liquidation preference) that dilutes existing common shareholders' ownership and voting power. The underwriting agreement with major investment banks (Morgan Stanley, BofA Securities, J.P. Morgan, Wells Fargo) and the structured terms (7.500% dividend rate, perpetual, non-cumulative) indicate a significant financing event material to investors assessing the company's capital structure and financial position.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-14T20:12:00.359673+00:00","company_name":"","ticker":null,"filing_date":""},{"id":36670,"accession_number":"0001193125-26-390576","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.75,"reasoning":"This disclosure concerns an amendment to the Company's Amended and Restated Certificate of Incorporation through the filing of a Certificate of Designation for Series F Preferred Stock. While the amendment itself is a governance matter, the substantive terms of the preferred stock are described elsewhere (Item 3.03), and this Item 5.03 is primarily a procedural notification of the amendment's effectiveness. The disclosure is routine administrative in nature and does not indicate a material governance change affecting investor assessment.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-14T20:12:00.359673+00:00","company_name":"","ticker":null,"filing_date":""},{"id":36671,"accession_number":"0001193125-26-390576","item_number":"8.01","item_title":"Other Events.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"The Company closed a public offering of 300,000 Depositary Shares representing Series F Preferred Stock on September 14, 2026. While technically equity securities, preferred stock with depositary share structures functions economically as a fixed-income instrument and creates a direct financial obligation similar to debt. The closing of a material public offering of preferred securities constitutes a material capital-raising event that would affect investor assessment of the registrant's capital structure and financial position.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-14T20:12:00.359673+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":36669,"accession_number":"0001193125-26-390576","item_number":"3.03","item_title":"Material Modification to Rights of Security Holders.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"First Citizens BancShares filed a Certificate of Designation on September 11, 2026, establishing a new series of preferred stock (Series F) and entered into an underwriting agreement dated September 9, 2026, to sell 300,000 depositary shares representing ownership interests in the Series F Preferred Stock. While this is technically a preferred equity issuance rather than common equity, it represents a material capital raise ($30 billion liquidation preference) that dilutes existing common shareholders' ownership and voting power. The underwriting agreement with major investment banks (Morgan Stanley, BofA Securities, J.P. Morgan, Wells Fargo) and the structured terms (7.500% dividend rate, perpetual, non-cumulative) indicate a significant financing event material to investors assessing the company's capital structure and financial position.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-14T20:12:00.359673+00:00","company_name":"FIRST CITIZENS BANCSHARES INC /DE/","ticker":"FCNCN","filing_date":"2026-09-14"},{"id":36670,"accession_number":"0001193125-26-390576","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.75,"reasoning":"This disclosure concerns an amendment to the Company's Amended and Restated Certificate of Incorporation through the filing of a Certificate of Designation for Series F Preferred Stock. While the amendment itself is a governance matter, the substantive terms of the preferred stock are described elsewhere (Item 3.03), and this Item 5.03 is primarily a procedural notification of the amendment's effectiveness. The disclosure is routine administrative in nature and does not indicate a material governance change affecting investor assessment.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-14T20:12:00.359673+00:00","company_name":"FIRST CITIZENS BANCSHARES INC /DE/","ticker":"FCNCN","filing_date":"2026-09-14"},{"id":36671,"accession_number":"0001193125-26-390576","item_number":"8.01","item_title":"Other Events.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"The Company closed a public offering of 300,000 Depositary Shares representing Series F Preferred Stock on September 14, 2026. While technically equity securities, preferred stock with depositary share structures functions economically as a fixed-income instrument and creates a direct financial obligation similar to debt. The closing of a material public offering of preferred securities constitutes a material capital-raising event that would affect investor assessment of the registrant's capital structure and financial position.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-14T20:12:00.359673+00:00","company_name":"FIRST CITIZENS BANCSHARES INC /DE/","ticker":"FCNCN","filing_date":"2026-09-14"}]}