第一公民银行股份-A美股招股说明书(2025-11-14版)

500,000 Depositary Shares, Each Representing a 1/100th Interest in a Share of7.000%Non-CumulativePerpetual Preferred Stock, Series D We are offering 500,000 depositary shares, each representing a 1/100th ownership interest in a share of 7.000%Non-CumulativePerpetual Preferred Stock, Series D, par value $0.01per share, with a liquidation preference of $100,000 per share (equivalent to $1,000 per depositary share) (the “Series D Preferred Stock”). As a holder of depositary shares, you will beentitled to all proportional rights and preferences of the Series D Preferred Stock (including dividend, voting, redemption, liquidation, and other rights). You must exercise such rights throughthe depositary for the shares of the Series D Preferred Stock. Dividends on the Series D Preferred Stock will be payable when, as, and if authorized by our board of directors or a duly authorized committee of our board of directors and declaredby us out of legally available funds. From the issue date to, but excluding, December15, 2030, dividends on the Series D Preferred Stock will accrue on anon-cumulativebasis at a rate of7.000% per annum on the liquidation preference of $100,000 per share (equivalent to $1,000 per depositary share), payable quarterly, in arrears, on the fifteenth day of each March, June,September, and December, commencing on March15, 2026 and ending on December15, 2030 (or the next business day if any such date is not a business day, without adjustment in theamount of the dividend per share of the Series D Preferred Stock). From and including December15, 2030, for each reset period, dividends on the Series D Preferred Stock will accrue on anon-cumulativebasis at the five-year treasury rate as of the most recent reset dividend determination date (as defined herein) plus 3.301% per annum for each reset period on the liquidationpreference of $100,000 per share (equivalent to $1,000 per depositary share), payable quarterly, in arrears, on the fifteenth day of each March, June, September, and December, commencingon March15, 2031 (or the next business day if any such date is not a business day, without adjustment in the amount of the dividend per share of the Series D Preferred Stock). Dividends on the Series D Preferred Stock will benon-cumulative.If, for any reason, our board of directors or a duly authorized committee of our board of directors does not authorizeand we do not declare full cash dividends on the Series D Preferred Stock for a dividend period (as defined herein), holders of the Series D Preferred Stock will have no right to receive anydividend or a full dividend for that period, whether or not our board of directors or a duly authorized committee of our board authorizes and we declare dividends on our common stock, ourother series of preferred stock (as described elsewhere in this prospectus supplement), or our Series D Preferred Stock for any subsequent dividend period. However, with certain limitedexceptions, if we have not authorized, declared and paid or set aside for payment full dividends on the Series D Preferred Stock for any dividend period, we may not declare or pay dividendson, or redeem, purchase or acquire, our common stock or other junior securities during the next succeeding dividend period. The Series D Preferred Stock is perpetual and has no maturity date. We may redeem the Series D Preferred Stock at our option, (i)in whole or in part, from time to time, on anydividend payment date (as defined herein) on or after December15, 2030 or (ii)in whole but not in part, within 90 days following a regulatory capital treatment event (as defined herein), ineach case, at a redemption price equal to $100,000 per share (equivalent to $1,000 per depositary share), plus any authorized, declared, and unpaid dividends, and in the case of our optionalredemption, without accumulation of undeclared dividends, and, in the case of a redemption following a regulatory capital treatment event, thepro-ratedportion of dividends, whether or notdeclared, for the dividend period in which such redemption occurs. If we redeem the Series D Preferred Stock, the depositary (as defined herein) will redeem a proportional number ofdepositary shares. Neither the holders of Series D Preferred Stock nor holders of depositary shares will have the right to require the redemption or repurchase of the Series D Preferred Stockor the depositary shares. Any redemption of the Series D Preferred Stock is subject to our receipt of any required prior approval by the Board of Governors of the Federal Reserve System orother successor regulatory authority (the “Federal Reserve”) and to the satisfaction of any conditions set forth in the capital standards, guidelines or regulations of the Federal Reserveapplicable to redemption of the Series D Preferred Stock. The Series D Preferred Stock will not have any voting rights, except as set forth under “Description of the Series D Preferred Stock—Voting Rights” on pageS-20. The depositary