第一公民银行股份-A美股招股说明书(2026-01-30版)

16,000,000 Depositary Shares, Each Representing a 1/40th Interest in a Share of6.625% Non-Cumulative Perpetual Preferred Stock, Series E We are offering 16,000,000 depositary shares, each representing a 1/40th ownership interest in a share of 6.625% Non-Cumulative Perpetual Preferred Stock, Series E, par value $0.01per share, with a liquidation preference of $1,000 per share (equivalent to $25 per depositary share) (the “Series E Preferred Stock”). As a holder of depositary shares, you will be entitled toall proportional rights and preferences of the Series E Preferred Stock (including dividend, voting, redemption, liquidation, and other rights). You must exercise such rights through thedepositary for the shares of the Series E Preferred Stock. Dividends on the Series E 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, March15, 2031, dividends on the Series E Preferred Stock will accrue on a non-cumulative basis at a rate of6.625% per annum on the liquidation preference of $1,000 per share (equivalent to $25 per depositary share), payable quarterly, in arrears, on the fifteenth day of each March, June,September, and December, commencing on June15, 2026 and ending on March15, 2031 (or the next business day if any such date is not a business day, without adjustment in the amount ofthe dividend per share of the Series E Preferred Stock). From and including March15, 2031, for each reset period, dividends on the Series E Preferred Stock will accrue on a non-cumulativebasis at the five-year treasury rate as of the most recent reset dividend determination date (as defined herein) plus 2.830% per annum for each reset period on the liquidation preference of$1,000 per share (equivalent to $25 per depositary share), payable quarterly, in arrears, on the fifteenth day of each March, June, September, and December, commencing on June15, 2031 (orthe 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 E Preferred Stock). Dividends on the Series E Preferred Stock will be non-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 E Preferred Stock for a dividend period (as defined herein), holders of the Series E Preferred Stock will have no right to receive anydividend or a full dividend for that period. The Series E Preferred Stock is perpetual and has no maturity date. Subject to any applicable required regulatory approvals, we may redeem the Series E Preferred Stock at our option,(i)in whole or in part, from time to time, on any dividend payment date (as defined herein) on or after March15, 2031 or (ii)in whole but not in part, within 90 days following a regulatorycapital treatment event (as defined herein), in each case, at a redemption price equal to $1,000 per share (equivalent to $25 per depositary share), plus any authorized, declared, and unpaiddividends, and in the case of our optional redemption, without accumulation of undeclared dividends, and, in the case of a redemption following a regulatory capital treatment event, thepro-rated portion of dividends, whether or not declared, for the dividend period in which such redemption occurs. If we redeem the Series E Preferred Stock, the depositary (as defined herein)will redeem a proportional number of depositary shares. We intend to apply to list the depositary shares on the Nasdaq Global Select Market (the “Nasdaq”) under the symbol “FCNCN.” If the application is approved, trading of thedepositary shares on the Nasdaq is expected to begin within 30 days after the date of initial delivery of the depositary shares. The Series E Preferred Stock will not have any voting rights, except as set forth under “Description of the Series E Preferred Stock—Voting Rights” on page S-21. Investing in the depositary shares involves risks. See “Risk Factors” beginning on page S-12 of this prospectus supplement and in “Item1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December31, 2024, as updated by our Quarterly Reports on Form10-Q, each as filed with the U.S. Securities and Exchange Commission (the “SEC”) to read about factors you should consider before investingin the depositary shares. (1)The price to the public does not include dividends, if any, that may be declared. Dividends, if declared, will accrue from the date of initial issuance, which is expected to be February5,2026.(2)Reflects 6,936,300 depositary shares sold to institutional investors, for which the underwriters receive an underwriting discount of $0.2500 per depositary share, and 9,063,700depositary shares sold to retail investors, for which the underwriters receive an underwriting discount of $0.787