Stockholders' Equity

9 Months Ended

Sep. 30, 2025

Equity [Abstract]

Stockholders' Equity

Stockholders’ Equity

Preferred Stock. The Corporation is authorized to issue 10 million shares of preferred stock without par value. The Board of Directors is authorized to fix the particular designations, preferences and relative, participating, optional and other special rights and qualifications, limitations or restrictions for each series of preferred stock issued.

As of September 30, 2025, 5,000 shares of Series D Non-Cumulative Perpetual Preferred Stock (Series D Preferred Stock) and 16,000 shares of Series E Non-Cumulative Perpetual Preferred Stock (Series E Preferred Stock) were outstanding.

Series D Preferred Stock. As of September 30, 2025, the Corporation had issued and outstanding 500,000 depositary shares, each representing a 1/100th ownership interest in a share of Series D Preferred Stock, issued in August 2016. Equity related to Series D Preferred Stock as of both September 30, 2025 and December 31, 2024 was $493.5 million. Shares of the Series D Preferred Stock have no par value and a liquidation preference of $100,000 (equivalent to $1,000 per depositary share).

Dividends on the Series D Preferred Stock, which are not mandatory, accrue and are payable on the liquidation preference amount, on a non-cumulative basis, at a rate per annum equal to (i) 4.60% from the original issue date of the Series D Preferred Stock to but excluding October 1, 2026; and (ii) a floating rate equal to the three-month CME Term Secured Overnight Finance Rate (SOFR), as administered by CME Group Benchmark Administration, Ltd., plus a statutory spread adjustment of 0.26161% (as set forth in the final rule to implement the LIBOR Act) plus 3.202% from and including October 1, 2026. Fixed rate dividends are payable in arrears on the first day of April and October of each year, through and including October 1, 2026, and floating rate dividends will be payable in arrears on the first day of January, April, July and October of each year, commencing on January 1, 2027. On July 22, 2025, the Corporation declared a cash dividend of $2,300.00 per share of Series D Preferred Stock payable on October 1, 2025, to stockholders of record as of September 15, 2025.

Series E Preferred Stock. As of September 30, 2025, the Corporation had issued and outstanding 16 million depositary shares, each representing 1/1,000th ownership interest in a share of Series E Preferred Stock, issued in November 2019. Equity related to Series E Preferred Stock as of September 30, 2025 and December 31, 2024 was $391.4 million. Shares of the Series E Preferred Stock have no par value and a liquidation preference of $25,000 (equivalent to $25 per depositary share).

Dividends on the Series E Preferred Stock, which are not mandatory, will accrue and be payable on the liquidation preference amount, on a non-cumulative basis, quarterly in arrears on the first day of January, April, July and October of each year, at a rate per annum equal to 4.70%. On July 22, 2025, the Corporation declared a cash dividend of $293.75 per share of Series E Preferred Stock payable on October 1, 2025, to stockholders of record as of September 15, 2025.

Common Stock. Shares are repurchased by the Corporation to, among other things, manage the Corporation’s capital levels. Repurchased shares are used for general purposes, including the issuance of shares under stock option and other incentive plans. The repurchase authorization approved by the Board of Directors has no expiration date. For the three and nine months ended September 30, 2025, the Corporation repurchased 2,164,198 and 8,155,416 shares of common stock, respectively, at a total cost of $277.0 million ($128.00 average price per share) and $903.7 million ($110.81 average price per share), respectively, including 16,233 and 437,987 shares withheld to satisfy tax withholding obligations related to share-based compensation, respectively. For the three and nine months ended September 30, 2024, the Corporation repurchased 3,463,546 and 8,112,288 shares of common stock, respectively, at a total cost of $301.4 million ($87.01 average price per share), and $684.2 million ($84.34 average price per share) respectively, including 15,629 and 398,646 shares withheld to satisfy tax withholding obligations related to share-based compensation, respectively. Repurchases prior to July 22, 2025 were made pursuant to the stock repurchase authorization approved by the Board of Directors in October 2021. On July 22, 2025, this program was terminated and replaced with a new repurchase program, under which the Board of Directors authorized the Corporation to repurchase up to $2.5 billion of the Corporation’s common stock.