8-KOther Events

CITIZENS FINANCIAL GROUP INC/RI 8-K Report, Corporate Update (May 16, 2024)

Filed May 16, 2024For Securities:CFGCFG-PHCFG-PECFG-PI

Summary

Citizens Financial Group, Inc. (CFG) announced on May 16, 2024, the proposed launch of a public offering for a new series of Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series H. This offering is still subject to pricing and market conditions, meaning its completion and the specific terms are not yet finalized. The primary stated use of the net proceeds, should the offering successfully price and close, is to redeem all outstanding shares of its 6.350% Series D Non-Cumulative Perpetual Preferred Stock and its corresponding depositary shares. This redemption is planned for the dividend payment date of July 8, 2024. Investors should note that the redemption is contingent upon the successful pricing and closing of the Series H Preferred Stock offering, and there is no guarantee that either will occur.

Key Highlights

  • 1Citizens Financial Group (CFG) has announced a proposed public offering of a new series of Perpetual Preferred Stock (Series H).
  • 2The offering is subject to market conditions and has not yet been priced.
  • 3The company intends to use proceeds from the new offering to redeem all outstanding Series D Non-Cumulative Perpetual Preferred Stock (CFG PrD) and related depositary shares.
  • 4The planned redemption date for the Series D Preferred Stock is July 8, 2024, contingent on the closing of the Series H offering.
  • 5There is no certainty that the offering will be completed, or that the redemption of Series D Preferred Stock will occur.
  • 6The details of the offering are available in a preliminary prospectus supplement filed with the SEC.

Frequently Asked Questions

Citizens Financial Group (CFG) announced a proposed public offering of a new preferred stock series (Series H) and intends to use the proceeds to redeem its existing Series D preferred stock (CFG PrD) and associated depositary shares.

No, the redemption of the Series D Preferred Stock is not guaranteed. It is contingent upon the successful pricing and closing of the proposed Series H Preferred Stock offering, which is subject to market conditions and other factors. There is no assurance that either event will occur.

If the Series H Preferred Stock offering is priced and closes, and CFG decides to proceed with the redemption, the company intends to redeem all outstanding Series D Preferred Stock and corresponding depositary shares on the dividend payment date of July 8, 2024.

The primary stated purpose for issuing the new Series H Preferred Stock is to raise capital, a portion of which will be used to refinance existing debt by redeeming the Series D Preferred Stock. This may be part of a strategy to manage the company's capital structure and potentially take advantage of current market conditions.