v3.26.1
Mezzanine and Stockholders' Equity
 6 Months Ended
Jun. 30, 2026
Temporary Equity Disclosure [Abstract]  
Mezzanine and Stockholders' Equity Mezzanine and Stockholders' Equity
The following table and paragraphs summarize our preferred stock as of June 30, 2026 and December 31, 2025:

As of June 30, 2026 and December 31, 2025
Preferred Stock SeriesShares AuthorizedShares IssuedShares OutstandingPar ValueLiquidation Preference Per ShareJune 30, 2026December 31, 2025
6.375% Fixed-to-Floating Rate Perpetual Noncumulative Series A
5,000,000 515,000 515,000 $0.01 $1,000 $503 $503 
Fixed Rate Perpetual Noncumulative Convertible Series B
267,062 192,062 750 $0.01 $— $1 $1 
13.00% Fixed Rate Perpetual Noncumulative Convertible Series C
523,369 — — $0.01 $2,000 $— $— 
Non-Voting Common Equivalent Series D
315,000 45 15 $0.01 $0.0001 $— $— 

Stock Repurchase Program

In July 2026, the Bank's Board of Directors authorized a stock repurchase program (the "Program") to repurchase up to $250 million of the Bank's outstanding shares of common stock over the next 12-month period. The Program may be suspended, modified, or discontinued at any time without prior notice.

Under the Program, shares may be repurchased from time to time on the open market or otherwise, including through Rule 10b5-1 trading plans, in accordance with applicable federal securities laws, including Rule 10b-18 of the Securities Exchange Act of 1934, as amended, or through privately negotiated transactions. The timing and exact amount of any share repurchases will be subject to a variety of factors, including the availability of stock for repurchases, the Bank's capital position and financial performance, regulatory considerations, and general market conditions. The Program does not obligate the Bank to acquire any particular amount of common stock.

Series A Preferred stock

Each Series A preferred depositary share represents a 1/40th interest in a share of our Fixed-to-Floating Rate Series A Noncumulative Perpetual Preferred Stock, with a liquidation preference of $1,000 per share (equivalent to $25 per depositary share). Dividends accrue on the shares at a fixed rate equal to 6.375 percent per annum until March 17, 2027, and a floating rate equal to three-month SOFR plus 408.26 basis points per annum beginning on March 17, 2027. Dividends are payable in arrears on March 17, June 17, September 17, and December 17 of each year, which commenced on June 17, 2017. For the six months ended June 30, 2026 and 2025, we paid $16 million of dividends on our Series A preferred stock.

Series B Preferred Stock

As of June 30, 2026, the outstanding shares of Series B Noncumulative Convertible Preferred Stock (the "Series B Preferred Stock") represented the right (on an as-converted basis) to receive approximately 250 thousand shares of our common stock. Series B Preferred Stock shareholders do not have voting rights, except in limited circumstances.

The Series B Preferred Stock is classified in mezzanine equity as it is contingently convertible into shares of preferred stock that are redeemable for cash, contingent on events that are not solely in our control. The Series B Preferred Stock is not remeasured because it is currently not probable that it will become redeemable. For the six months ended June 30, 2026 and 2025, we paid an immaterial amount of dividends on our Series B preferred stock.

Warrants

Warrants to purchase shares of Series D NVCE Stock, par value $0.01 per share, for an initial exercise price of $2,500 per share (collectively, the "Warrants"), were issued in conjunction with the March 2024 capital raise. The Warrants were not exercisable until September 10, 2024 and expire 7 years after issuance. Pursuant to the terms of the Warrants, as a result of the dividend paid on shares of our common stock, the exercise price of the Warrants was reduced to $2,476 as of June 30, 2026 ($7.43 per common share assuming full conversion). At the time of issuance, the Warrants entitled the holders thereof to receive an aggregate of 315 thousand shares of Series D NVCE Stock (subject to net settlement of shares) upon exercise of the Warrants. Series D NVCE Stock is convertible into common stock at a conversion rate of 333 common shares per one share of Series D NVCE Stock or approximately 105 million shares of common stock.

Following the Bank's holding company merger in October 2025, each outstanding Warrant was converted to be exercisable for shares of the Bank's common stock instead of Series D NVCE Stock, at the same conversion rate as would be received under the terms of the Series D NVCE stock. However, if a holder's receipt of common stock upon exercise requires regulatory approval or non-objection, that Warrant will remain exercisable for shares of Series D NVCE Stock until such approval or non-objection is obtained.