Mezzanine and Stockholders' Equity

6 Months Ended

Jun. 30, 2025

Temporary Equity Disclosure [Abstract]

Mezzanine and Stockholders' Equity

Mezzanine and Stockholders' Equity

The following table and paragraphs summarize the Company's preferred stock as of June 30, 2025:

Preferred Stock Series	Amount Outstanding		Shares Authorized	Shares Issued	Shares Outstanding	Par Value		Liquidation Preference Per Share
6.375% Fixed-to-Floating Rate Perpetual Noncumulative Series A	$	503	5,000,000	515,000	515,000	$	0.01	$	1,000
Fixed Rate Perpetual Noncumulative Convertible Series B	$	1	267,062	192,062	750	$	0.01	$	—
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

Series A Preferred stock

Each Series A preferred depositary share represents 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, 2025, we paid $16 million of dividends on our Series A preferred stock

Series B Preferred Stock

As of June 30, 2025, Series B Noncumulative Convertible Preferred Stock (the "Series B Preferred Stock") represented the right (on an as-converted basis) to receive approximately 250,000 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 the control of the Company. 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, 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 $2,483 as of June 30, 2025. At the time of issuance, the Warrants entitled the holders thereof to receive an aggregate of 315,000 shares of Series D NVCE Stock (subject to net settlement of shares) upon exercise of the Warrants. The 315,000 shares of Series D NVCE Stock are convertible into 105,000,000 shares of common stock at a strike price of $7.45 per share, as adjusted for dividends, as of June 30, 2025.