v3.26.1
STOCKHOLDERS' EQUITY
 3 Months Ended
Mar. 31, 2026
Equity [Abstract]  
STOCKHOLDERS' EQUITY
NOTE 13 — STOCKHOLDERS' EQUITY

A roll forward of common stock activity is presented in the following table:

Number of Shares of Common Stock
Common Stock Outstanding
Class AClass B
Common stock - December 31, 202511,133,974 1,005,185 
Shares repurchased under authorized repurchase plan(449,845)— 
Common stock - March 31, 202610,684,129 1,005,185 

Common Stock
The Parent Company has Class A common stock and Class B common stock, each with a par value of $1. Class A common stockholders have one vote per share while Class B common stockholders have 16 votes per share.

Non-Cumulative Perpetual Preferred Stock
On February 5, 2026, the Parent Company issued and sold 6.625% non-cumulative perpetual preferred stock, series E, for a total of $400 million.

As of March 31, 2026, the Parent Company had Series A, Series B, Series C, Series D, and Series E non-cumulative perpetual preferred stock outstanding (together, “BancShares Preferred Stock”) as summarized in the following table:

Preferred Stock
dollars in millions, except per share, depositary share, and per depositary share data
Preferred StockIssuance DateEarliest Redemption Date
Book Value (1)
Par Value Per ShareShares Authorized, Issued and OutstandingAggregate Liquidation PreferenceLiquidation Preference Per Share
Depositary Shares (Fractional Interest) (2)
Liquidation Preference Per Depositary ShareDividend
Series AMarch 12, 2020March 15, 2025$340 $0.01 345,000$345 $1,000 
13,800,000 (1/40th)
$25 5.375 %
Series B (3)
January 3, 2022January 4, 20273340.01 325,0003251,000 n/an/a
SOFR + 3.972%
Series CJanuary 3, 2022January 4, 20272070.01 8,000,00020025 n/an/a5.625 %
Series D (4)
November 18, 2025December 15, 20304940.01 5,000500100,000 
500,000 (1/100th)
1,000 7.000 %
Series E (5)
February 5, 2026March 15, 2031390 0.01 400,0004001,000 
16,000,000
(1/40th)
25 6.625 %
Total$1,765 9,075,000$1,770 
(1) The book value is net of direct issuance costs and premiums or discounts.
(2) Each depositary share represents a fractional ownership interest in a share of non-cumulative perpetual preferred stock.
(3) Upon conversion to SOFR in 2023, BancShares began paying a credit spread adjustment in addition to the stated dividend.
(4) The dividend rate is 7.000% per annum from the issuance date to, but excluding, the first reset date of December 15, 2030. Thereafter, the dividend rate resets to the five-year treasury rate plus 3.301% on the fifth anniversary of the preceding reset date.
(5) The initial dividend period will commence on and include the issuance date and will end on and include June 14, 2026. The dividend rate is 6.625% per annum from the issuance date to, but excluding, the first reset date of March 15, 2031. Thereafter, the dividend rate resets to the five-year treasury rate plus 2.830% on the fifth anniversary of the preceding reset date.

Dividends on BancShares Preferred Stock will be paid when, as, and if declared by the Board of Directors of the Parent Company, or a duly authorized committee thereof, to the extent that the Parent Company has lawfully available funds to pay dividends. If declared, dividends with respect to the BancShares Preferred Stock will accrue and be payable quarterly in arrears on March 15, June 15, September 15, and December 15 of each year. Dividends on the BancShares Preferred Stock will not be cumulative.
At its option and subject to any required regulatory approval, the Parent Company may redeem the BancShares Preferred Stock at a redemption price equal to the “Liquidation Preference Per Share” in the table above, plus any applicable dividends, (i) in whole or in part on any dividend payment date on or after the “Earliest Redemption Date” in the table above, or (ii) in whole but not in part, at any time within 90 days following a regulatory capital treatment event.